OF THE BUYER. As an inducement to, and to obtain the reliance of the Company in connection with the issuance of equity, Buyer represents and warrants as follows:
OF THE BUYER. The Buyer hereby represents and warrants to the Sellers as of the date hereof as follows:
OF THE BUYER. The Supplier shall at all times indemnify the Buyer against any award, charge, claim,compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
OF THE BUYER. As an inducement to, and to obtain the reliance of the Sellers in connection with the issuance of CBDS Stock, Buyer represents and warrants as follows:
OF THE BUYER. At any time and from time to time after the Closing, at the Seller’s reasonable request and without further consideration therefor, the Buyer shall execute and deliver to the Seller such other documents or instruments of assumption, provide such materials and information and take such other actions, as may reasonably be requested in order more effectively to assume from the Seller, or confirm the obligations of the Buyer under, all of the Assumed Liabilities, and otherwise to cause the Buyer to fulfill its obligations under the Transaction Agreements to which it is a party.
OF THE BUYER. This Agreement (including the Schedules hereto) embodies the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior written or oral commitments, arrangements or understandings between the parties with respect thereto and all prior drafts of this Agreement, except the Management Agreement. There are no restrictions, agreements, promises, warranties, covenants or undertakings with respect to the transactions contemplated hereby other than those expressly set forth herein or in the Documents. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, whether or not similar. This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties hereto. This Agreement may be executed by facsimile signature(s) or original signature and in any number of counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original. All accounting terms used herein which are not expressly defined or modified in this Agreement shall have the respective meanings given to them in accordance with GAAP. Disclosure of any matter in any Schedule hereto or in the Financial Statements shall be considered as disclosure pursuant to any other provision, subprovision, section or subsection of this Agreement or Schedule to this Agreement.
OF THE BUYER. Buyer is a United States person for purposes of the United States Internal Revenue Code of 1986, as amended, and is not acting as an agent or intermediary for a foreign Person.
OF THE BUYER. As an inducement to, and to obtain the reliance of the Company in connection with the issuance of CTYM Stock, Buyer represents and warrants as follows:
OF THE BUYER. As an inducement to, and to obtain the reliance of the Seller in connection with the issuance of Kibush Stock, Buyer represents and warrants as follows:
OF THE BUYER. In the event of delay under this Agreement caused by the Buyer, subject to proof by the Contractor, the Buyer shall be responsible for any cost, direct loss or damage arising from such delay. The remedy of such loss or damage shall not relieve the Buyer from any other liabilities arising from other provisions of this Agreement.
