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Strategies & Market Trends : Scamthony Cataldo -- Ignore unavailable to you. Want to Upgrade?

To: scion who wrote (85)	1/16/2004 9:34:51 AM
From: scion	Read Replies (1) \| Respond to of 137

IV. REPRESENTATIONS BY THE COMPANY 4.1 The Company represents and warrants to the Purchasers as follows: (a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct its business. (b) The execution, delivery and performance of this Agreement by the Company has been duly approved by the Board of Directors of the Company. (c) The Company is the sole record and beneficial owner of the number of Securities of DBE, and the Company's wholly owned subsidiary, Sector AG is the sole record and beneficial owner of the number of Securities of Histech as set forth above, free and clear of all voting trust and other arrangements that require or permit any of the Securities owned by the Company or Sector AG to be voted by or encumbered by or at the discretion of anyone other than the Company. (d) Upon consummation of the transactions contemplated hereby, the Company will have transferred to Peacetime, such Securities, free and clear of all encumbrances other than such restrictions on resale as have been created as a result of this Agreement. (e) Neither the execution nor delivery by the Company of this Agreement or any of the other documents contemplated hereby, the performance by the Company of the terms hereof, nor the consummation of the transactions contemplated hereby (i) requires any consent, -4- notice, or approval of any third party; (ii) or has resulted or will result in a breach of the terms or conditions of, a default under, a conflict with, or the acceleration of any right to cause the acceleration of any performance or any increase in any payment required by, or the termination, suspension, modification, impairment, or forfeiture of any rights or privileges of the Company under any material agreement or obligation. (f) The Securities have been duly authorized, and when delivered, and paid for, will be validly issued, fully paid and non-assessable. V. NOTICES TO PURCHASERS 5.1 THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 5.2 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASER SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 10kwizard.com