ACCUBRACE INC.
ACCUBRACE INC. IS A CANADIAN
FEDERAL CORPORATION INCORPORATED ON JULY 21, 1999.
SINCE INCORPORATION IT HAS
NOT CARRIED ON ANY BUSINESS, CURRENTLY HAS NO ASSETS OR LIABILITIES AND IS
INACTIVE.
ALL RIGHTS TO THE ACCUBRACE PRODUCTS AND TOOLING, AND THE ACCUBRACE
NAME AND TRADE MARK BELONG TO MGA CONSTRUCTION AND NOT ACCUBRACE INC.
(PP)
FULL DISCLOSURE.
NEITHER THIS AGREEMENT NOR ANY
ANCILLARY AGREEMENT TO WHICH ANY OF THE VENDORS OR EITHER OF THE CORPORATIONS IS
A PARTY (I) CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT IN RESPECT OF ANY
OF THE VENDORS, THE AFFAIRS, PROSPECTS, OPERATIONS OR CONDITION OF EITHER OF THE
CORPORATIONS, THE ASSETS OR THE BUSINESS, OR (II) OMITS ANY STATEMENT OF A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
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IN RESPECT OF THE VENDORS, THE AFFAIRS, PROSPECTS, OPERATIONS OR CONDITION OF
EITHER OF THE CORPORATIONS, THE ASSETS OR THE BUSINESS HEREIN OR THEREIN NOT
MISLEADING.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
SECTION 4.1
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER.
The Purchaser represents and warrants as follows to the Vendors and acknowledges
and confirms that the Vendors are relying on such representations and warranties
in connection with the sale by the Vendors of the Purchased Shares:
(A)
INCORPORATION AND CORPORATE POWER.
THE
PURCHASER IS A CORPORATION DULY INCORPORATED AND EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF CANADA AND HAS THE CORPORATE POWER AND AUTHORITY TO ENTER INTO
AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND EACH OF THE ANCILLARY
AGREEMENTS TO WHICH IT IS A PARTY.
(B)
VALIDITY OF AGREEMENT.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY THE PURCHASER OF THIS AGREEMENT AND EACH OF THE
ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY: (I) HAVE BEEN DULY AUTHORIZED BY
ALL NECESSARY CORPORATE ACTION ON THE PART OF THE PURCHASER; (II) DO NOT (OR
WOULD NOT WITH THE GIVING OF NOTICE, THE LAPSE OF TIME OR THE HAPPENING OF ANY
OTHER EVENT OR CONDITION) RESULT IN A BREACH OR A VIOLATION OF, OR CONFLICT
WITH, ANY OF THE TERMS OR PROVISIONS OF ITS CONSTATING DOCUMENTS OR BY-LAWS OR
ANY CONTRACTS OR INSTRUMENTS TO WHICH IT IS A PARTY OR PURSUANT TO WHICH ANY OF
ITS ASSETS OR PROPERTY MAY BE AFFECTED; AND (III) WILL NOT RESULT IN THE
VIOLATION OF ANY LAW.
(C)
EXECUTION AND BINDING OBLIGATION.
THIS
AGREEMENT AND EACH OF THE ANCILLARY AGREEMENTS TO WHICH THE PURCHASER IS A PARTY
HAVE BEEN DULY EXECUTED AND DELIVERED BY THE PURCHASER AND CONSTITUTE LEGAL,
VALID AND BINDING OBLIGATIONS OF THE PURCHASER, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS SUBJECT ONLY TO ANY LIMITATION UNDER
APPLICABLE LAWS RELATING TO (I) BANKRUPTCY, INSOLVENCY, ARRANGEMENT OR OTHER
SIMILAR LAWS OF GENERAL APPLICATION AFFECTING CREDITORS' RIGHTS, AND (II) THE
DISCRETION THAT A COURT MAY EXERCISE IN THE GRANTING OF EQUITABLE REMEDIES.
(D)
LITIGATION.
THERE ARE NO ACTIONS, SUITS,
PROCEEDINGS OR INVESTIGATIONS PENDING BEFORE ANY COURT OR GOVERNMENTAL ENTITY OR
BEFORE ANY ARBITRATOR OF ANY KIND, OR ANY ORDER, INJUNCTION OR