Global Digital Solutions Inc (GDSI)

[Coreton]

Actually that is exactly what 3.1.11 says. Paraphrasing it says GDSI/Delgado May waive conditions of its Due Diligence which is exactly what condition 1 and 2 are.

I would still like for you to point us to the exact location that you claim the word “seller” is so important to your argument. 2 weeks of asking now and you still have provided nothing to support your statement.

Also condition 1 states that KPMG will provide an opinion letter after viewing Rontan Financial records. Rontan refuses to produce the records, thus Rontan violates the conditions of the SPA under condition 3.1.1. Under Condition 3.1.11. GDSI/Delgado decided to forgive the violation and waive 3.1.1 (this is a condition of Due Diligence performed for the sole purpose of the purchaser) in order to move the deal forward.

By virtue of the Rontan violation of 3.1.1, Rontan also causes the violation of 3.1.2 which GDSI also appears to have waived under its rights via 3.1.11 as this is also for the sole benefit of Purchaser.

I would suggest you read the very favorable ruling just handed down by Judge Bannon in favor of Plaintiff. Should make the direction very clear to everyone. Rontan Violated the SPA by withholding the financial records ( violation of 3.1.1).

IMO

Claim stated conditions met for adjudication.