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three.1 Title; No Other Liens Except for the Lien granted to the Secured Parties pursuant to this Agreement and other Permitted Liens underneath any Transaction Document (together with Section three.2), such Grantor owns every merchandise of the Collateral free and away from any and all Liens or claims of others. Such Grantor is the report and useful owner of the Collateral pledged by it hereunder constituting instruments or certificates and has rights in or the facility to switch one another merchandise of Collateral during which a Lien is granted by it hereunder, free and away from another Lien. 2.2 Grant of Security Interest in Collateral Each Grantor, as collateral safety for the prompt and complete cost and efficiency when due of the Obligations of such Grantor (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Purchaser Agent, as agent for the Secured Parties, and grants to the Purchaser Agent, as agent for the Secured Parties, a Lien on and security http://iba-world.com/handles/best-way-to-lose-love-handles-fast.html curiosity in, all of its right, title and curiosity in, to and beneath the Collateral of such Grantor. Several provisions of Article V of the Purchase Agreement are applicable to this Agreement in accordance with their respective terms. In addition, whenever used on this Agreement, “in the strange course of enterprise of a Person” shall mean “in the strange course of enterprise in all material respects according to previous custom and apply of such Person as in impact on the date hereof with such changes as may be agreed to in writing by the Purchaser Agent”.

A. Each Grantor acknowledges that the purpose of this Section 5.1 is to supply a non-exhaustive listing of actions or omissions which might be commercially reasonable when exercising treatments in opposition to any Collateral and that different actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 5.1Without limitation upon the foregoing, nothing contained on this Section 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Purchaser Agent that may not have been granted or imposed by this Agreement or by applicable Regulations in the absence of this Section 5.1. Such Grantor might dispose of any gear constituting Collateral which is worn out, destroyed, or broken beyond repair; supplied, that such Grantor promptly replaces such disposed of kit with new equipment, free of any Lien apart from Permitted Liens, which has a value or utility a minimum of equal as of the date of substitute to the value or utility of the replaced gear as of the date hereof and offers the Purchaser Agent with a minimum of five Business Days’ prior written discover of any such disposition of Equipment. Such Grantor will use all tools constituting Collateral solely in the strange course of business, will keep all tangible Collateral in good order and repair, and won’t waste or destroy any a part of the Collateral. Grantors won’t use any of the Collateral in violation of any Regulation in any materials respect. The Purchaser Agent shall have the best to make take a look at verifications of the Accounts in any manner and thru any medium that it fairly considers advisable, and, subject to the requirements set forth within the Purchase Agreement concerning materials, private info, such Grantor shall furnish all such assistance and knowledge because the Purchaser Agent might moderately require in connection therewith. At any time and every so often, upon the Purchaser Agent’s request, topic to the requirements set forth in the Purchase Agreement, such Grantor shall cause impartial public accountants or others satisfactory to the Purchaser Agent to furnish to the Purchaser Agent reviews showing reconciliations, getting older and take a look at verifications of, and trial balances for, the accounts.

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As President, CEO, and Head Designer of Bergio, Berge Abajian performs a extremely profitable balancing act, achieved with equal components precision and passion. An informed and inspirational chief, Berge directs the corporate with the eye and soul of a designer and the mind of a businessman.

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Such Grantor shall not, apart from within the strange course of business, grant any extension of the time of cost of any account, compromise or settle any account for less than the complete quantity thereof, launch, wholly or partially, any Person answerable for the payment of any account, allow any credit or discount on any account or amend, complement or modify any account in any manner that could adversely have an effect on the worth thereof. Cash Distributions with respect to Pledged Collateral. Except as supplied in Article V, such Grantor shall be entitled to obtain all money distributions paid in respect of the Pledged Collateral. Such Grantor shall ship to the Purchaser Agent, in suitable kind for transfer and in kind and substance passable to the Purchaser Agent, all Pledged Certificated Stock, all Pledged Debt Instruments and all certificates and instruments evidencing Pledged Investment Property and preserve all Pledged Uncertificated Stock of a type that may be maintained in a securities account and all different Pledged Investment Property in a securities account topic to a Control Agreement.

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data because the Company might specify for such purposes by discover to the Holder delivered in accordance with this Section 9. All notices and different communications delivered hereunder shall be effective as supplied within the Purchase Agreement. m) immediately or not directly be in violation of any Sanctions Law or interact in, or conspire or attempt to interact in, any transaction evading or avoiding any prohibition in any Sanction Law, be a Sanctioned Person or derive revenues from investments in, or transactions with Sanctioned Persons, have any assets located in Sanctioned Jurisdictions, deal in, or in any other case interact in any transactions referring to, any property or interest in property blocked pursuant to any Regulation administered or enforced by OFAC or fail to adjust to any material Regulations or Contractual Obligations applicable to it or fail to obtain or comply with any materials Permits. The clauses in the definition of Event of Default above operate independently, in order that any action or event that falls within any such clause shall constitute an Event of Default no matter, whether due to a grace interval or threshold or in any other case, it falls outdoors the language of another clause.

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“Patents” means all rights, title and pursuits arising beneath any Regulation in or regarding any and all patents and patent functions and all inventions and enhancements described and claimed therein, and all rights comparable to any of the foregoing all through the world. “IP License” means all agreements, licenses and different documentation , whether written or oral, granting any proper title and curiosity in or referring to any Intellectual Property. “Internet Domain Names” means all rights, title and pursuits arising under any Regulation in or relating to Internet domain names.

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Applicable IP Office, all frequent regulation trademarks and the goodwill of the business symbolized by the foregoing, all licenses of the foregoing, whether or not as licensee or licensor, and all rights similar to any of the foregoing all through the world. “Software” means all computer applications maritalaffair co uk, including source code and object code variations, all information, databases and compilations of information, whether machine readable or otherwise, and all documentation, coaching supplies and configurations associated to any of the foregoing.

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Each Grantor hereby expressly irrevocably authorizes and instructs, without any further instructions from such Grantor, every issuer of any Pledged Collateral pledged hereunder by such Grantor to comply with any instruction obtained by it from the Purchaser Agent in writing that states that an Event of Default is continuing and is in any other case in accordance with the terms of this Agreement and every Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and unless otherwise expressly permitted hereby, pay any dividend or make any other fee with respect to the Pledged Collateral on to the Purchaser Agent. Pledged Collateral or any officer or agent thereof) through the continuance of an Event of Default and which proxy shall remain in place as long as any Obligation shall remain excellent.

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technological platform and personnel’s experience we have acquired in this transaction, we can now also immediately turn out to be a direct to shopper ‘participant’ in the world internet jewellery market. Aphrodite’s was a premier firm from the Digital Age Business portfolio that grew to over $31 million dollars in income in 4 years from its inception at the finish of 2016. An audit is being conducted as part of the acquisition to fully embrace Aphrodite’s financials with Bergio’s. This Guaranty is a Transaction Document and as such is topic to varied interpretative, amendment and third party beneficiary and other miscellaneous provisions set forth within the Purchase Agreement that expressly apply to Transaction Documents, located principally in Article V.

The Company and the Holder shall cause such funding bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than ten Business Days instantly following the Dispute Submission Deadline. The fees and bills of such investment financial institution shall be borne solely by the Company, and such funding financial institution’s decision of such dispute shall be last and binding upon all parties absent manifest error. Except as otherwise offered herein, the provisions of this Warrant could also be amended and the Company may take any motion herein prohibited or omit to carry out any act herein required to be carried out by it, provided that the Company has obtained the written consent of the Holder. No waiver shall be effective unless it’s in writing and signed by a licensed consultant of the waiving party. Upon receipt by the Company of proof fairly passable to the Company of the loss, theft, destruction or mutilation of this Warrant , and, in the case of loss, theft or destruction, of any indemnification endeavor by the Holder to the Company in customary and affordable form and, within the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7) representing the proper to buy the Warrant Shares then underlying this Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith problem and deliver upon the order of the Holder a brand new Warrant (in accordance with Section 7), registered because the Holder might request, representing the proper to buy the variety of Warrant Shares being transferred by the Holder and, if lower than the total number of Warrant Shares then underlying this Warrant is being transferred, a brand new Warrant (in accordance with Section 7) to the Holder representing the right to buy the variety of Warrant Shares not being transferred. Except for the stock break up contemplated by Section four.10 of the Purchase Agreement, notwithstanding some other provision on this Warrant, for so long as the Notes are outstanding, the Company could not effect a reverse break up of its Capital Stock with out the prior written consent of the Purchasers.



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