Buyer Representations. Buyer represents and warrants to Seller as follows:
Buyer Representations. Buyer hereby represents to Seller, as of the date hereof and as of the date of Closing, as follows:
Buyer Representations. Buyer hereby makes the following representations to Seller:
(a) It is a company duly organized, validly existing, and in good standing under the laws of France and is duly authorized and qualified to conduct business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance of its obligations under this Agreement;
(b) It has all requisite power and authority to conduct its business and execute and deliver this Agreement and perform its obligations hereunder in accordance with its terms;
(c) The execution, delivery, and performance of this Agreement have been duly authorized by all requisite action and this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms;
(d) Neither the execution, delivery or performance of the Agreement conflicts with, or results in a violation or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyer;
(e) Buyer is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance of its obligations under this Agreement;
(f) It is the holder of all Governmental Authorizations required to operate and conduct its business now and as contemplated by this Agreement, other than Governmental Authorizations which will be timely obtained in accordance with the terms of this Agreement, if any;
(g) there is no pending controversy, legal action, arbitration proceeding, administrative proceeding or investigation instituted, or to the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity and enforceability of this Agreement or the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know of any basis for any such controversy, action, proceeding or investigation;
(h) It is financially solvent, able to pay its debts as they mature, and has sufficient capital to complete its obligations under this Agreement; and
(i) It has carefully studied and reviewed this Agreement, including all Attachment, Appendic...
Buyer Representations. Buyer hereby represents and warrants that:
(a) It is a general partnership duly formed, validly and existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary partnership action;
(c) This Agreement is a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) application of general principals of equity (regardless of whether considered in a proceeding in equity or at law);
(d) To the best knowledge of Buyer, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Seller) is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Buyer's obligations hereunder which Buyer has reason to believe that it will be unable to obtain in due course.
(e) Neither the execution and delivery of this Agreement by Buyer nor compliance by Buyer with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the Partnership Agreement of Buyer or any Contractual Obligation of Buyer or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any Contractual Obligation of the Buyer.
Buyer Representations. The Buyer represents and warrants that:
(i) The Buyer is purchasing the Shares for the Buyer’s own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares. The Buyer has no present intention of selling or otherwise disposing of all or any portion of the Shares.
(ii) he Buyer is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
(iii) The Buyer is fully aware of: (A) the highly speculative nature of the Shares; (B) the financial hazards involved in investing in the Shares; (C) the lack of liquidity of the Shares and the restrictions on transferability of the Shares; and (D) the tax consequences to the Buyer of acquiring the Shares.
(iv) By reason of the Buyer’s business or financial experience, the Buyer is capable of evaluating the merits and risks of this purchase, has the ability to protect the Buyer’s own interests in this transaction and is financially capable of bearing a total loss of the Shares.
(v) To the Buyer’s knowledge, neither Buyer nor any of its officers, directors, employees or agents has (A) engaged in, or become interested in the transactions contemplated by this Agreement as a result of any general solicitation, or (B) published any advertisement in connection with the offer and sale of the Shares.
(vi) The Buyer understands that the Shares it is purchasing are characterized as “restricted securities” under United States’ federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In connection with this, the Buyer represents that it is familiar with Securities and Exchange Commission (the “SEC”) Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
(vii) The Buyer understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Shares.
(viii) The Buyer is not nor will it be obligated for any finder’s fee or commission in connection with the Secondary Purchases. The Buyer agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Secondary Purchases (and the costs an...
Buyer Representations. Buyer represents to Seller as of the date of this Agreement and as of the Closing Date as follows:
Buyer Representations. Buyer hereby represent to Seller as follows:
Buyer Representations. Buyer represents and warrants to Seller as follows:
(a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to enter into this Agreement and the Related Agreements and to consummate the transactions contemplated by this Agreement and the Related Agreements.,
(b) Prior to the Closing, this Agreement and each Related Agreement will have been duly authorized by all necessary regulatory authorities and corporate action on the part of Buyer. This Agreement constitutes and, when executed, the Related Agreements will constitute, the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.
(c) Neither Buyer, nor any of its Shareholders, officers, employees or agents have employed any financial advisor, broker or finder or incurred any liability for any financial advisory, brokerage or finder's fee or commission in connection with this Agreement, the Related Agreements or the transactions contemplated by such agreements for which Seller could become liable or obligated.
(d) Buyer has been provided and has received all financial information related to the Purchased Assets which it has requested of Seller as of the date hereof.
Buyer Representations. Buyer represents the following: (i) Buyer has thoroughly inspected the Product, (ii) Buyer has found the Product acceptable for its purposes, (iii) Buyer assumes the risk of any defects, deficiencies or other condition of the Product, whether patent or latent and (iv) Buyer accepts the Product in “as is” condition.
Buyer Representations. All representations and warranties made by Buyer in this Agreement shall terminate and expire at the Closing, and any liability of Buyer with respect to such representations and warranties shall thereupon cease.
