Fake lies and pointless rehash links have no relevance to the new company. Morrison acquired KOAN with the condition that it must be a CLEAN SHELL, free from debt and liens. It's akin to purchasing a used car with minor damage, but with the agreement that the owner will repair it to make it look like a brand-new car before receiving payment.
Merger close KOAN Board shall then resign.
Section 5.02 Officers and Directors of KOAN at Closing Date. On the Closing Date, the KOAN Board shall to the Board of Directors, as set forth in Section 1.03(d)(i), above and the current Interim President/CEO and Sole Director shall then resign, effective as of the appointment of the New Board of Directors.
Nice clean shell no debt or liability whatsoever...
Section 4.11 Absence of Undisclosed Liabilities. KOAN has no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether asserted or unasserted, whether due or to become due, whether or not known to KOAN) arising out of any transaction entered into prior to the Closing Date or any act or omission prior to the Closing Date which individually or taken together would constitute a Material Adverse Effect on KOAN and have no debt, obligation or liability to each other or any of the Shareholders or their affiliates, except to the extent specifically set forth on or reserved against on the Balance Sheet of KOAN.
Both KOAN and EMGE the certificate (title) must be in GOOD STANDING before closing.
KOAN, shall have received a certificate of good standing from the Secretary of State of the State of Wyoming or other appropriate office, dated as of a date within ten (10) business days prior to the Closing Date, certifying that EMGE is in good standing as a corporation in the State of Wyoming, including, without limitation, that EMGE has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.
Nice clean shell DEBT FREE.
Section 7.02 Closing Certificate. KOAN, shall have been furnished with a certificate, dated the Closing Date and signed by duly authorized executive officers of KOAN, to the effect that no litigation, proceeding, investigation or inquiry is pending or threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the KOAN Schedules, by or against KOAN, which might result in any material adverse change in any of the business, condition (financial or otherwise), assets, properties or result of operations of KOAN.
Section 7.03 Good Standing. KOAN shall have received a certificate of good standing from the Secretary of State of the State of Nevada or other appropriate office, dated as of a date within ten (10) business days prior to the Closing Date, certifying that KOAN is in good standing as a corporation in the State of Nevada, including, without limitation, that KOAN has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.
Section 4.10 Title and Condition of Properties. KOAN has good, valid and marketable title to all of its properties and assets (whether real, personal or mixed, and whether tangible or intangible) reflected as owned in its books and records, free and clear of all Liens. KOAN owns or holds under valid leases or other rights to use all real property, plants, machinery, equipment and all assets necessary for the conduct of its business as presently conducted, except where the failure to own or hold such property, plants, machinery, equipment and assets would not have a Material Adverse Effect on KOAN No Person other than KOAN owns or has any right to the use or possession of the assets used in KOAN’s business.
