Concerning the Purchaser Sample Clauses
The 'Concerning The Purchaser' clause defines the rights, obligations, and responsibilities of the party buying goods or services under the agreement. It typically outlines requirements such as payment terms, delivery instructions, or the purchaser's duty to provide necessary information or approvals. By clearly specifying what is expected from the purchaser, this clause helps prevent misunderstandings and ensures that both parties are aware of their respective roles, thereby facilitating smooth contract performance.
Concerning the Purchaser. In order to induce the Vendors to enter into this Agreement and complete their respective obligations hereunder, the Purchaser represents and warrants to the Vendors that:
(a) the Purchaser was and remains duly incorporated under the laws of the State of Nevada and is in good standing with respect to the filing of annual reports with the Nevada Secretary of State;
(b) The Purchaser is authorized to issue an unlimited number of common shares without par value, of which 5,000,000 common shares are issued and outstanding prior to completion of the private placement financing and the issue of the Purchaser Shares;
(c) there are no commitments, plans or arrangements of any kind whatsoever to issue shares of the Purchaser, nor are there any outstanding Securities of any kind whatsoever calling for the issuance of any of the unissued shares of The Purchaser save and except as follows:
(i) the shares of the Purchaser to be issued pursuant to this Agreement; and
(ii) a proposed private placement of 500,000 shares of the Purchaser to be issued at a price of US$0.25 per share;
(d) upon their issuance, the Purchaser Shares will be validly issued and outstanding fully paid and non-assessable common shares of the Purchaser registered as directed by the Vendors, free and clear of all trade restrictions (except as provided for herein) and, except as may be created by the Vendors, liens, charges or encumbrances of any kind whatsoever;
(e) the Purchaser has the corporate power to carry on the business carried on by it and to meet its obligations under this Agreement;
(f) the books and records of Purchaser disclose all material financial transactions of The Purchaser since the Effective Date, and such transactions have been fairly and accurately recorded;
(g) there are no material liabilities of the Purchaser, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Purchaser Financial Statements except those incurred in the ordinary course of business of the Purchaser since the Effective Date and such liabilities are recorded in the books and records of the Purchaser;
(h) since the Effective Date, there has not been any material adverse change to the financial position or condition of the Purchaser or any damage, loss or other change of any kind whatsoever in circumstances materially affecting the business, assets or listing of the Purchaser or the right or capacity of The Purchaser to carry on its business;
(i) the contracts ...
Concerning the Purchaser. It is expressly understood and agreed by the parties hereto and the holders of the certificates issued under the Pass-Through Trust Agreement and Declaration of Trust dated July 20, 2018 (the “Declaration”) that (a) this Agreement is executed and delivered in favor of the Purchaser not in its individual or personal capacity but solely in its capacity as trustee under the Declaration, in the exercise of the powers and authority conferred and vested in it as trustee under the Declaration, subject to the rights, protections, indemnities and limitations from liability afforded to the trustee thereunder; (b) in no event shall Computershare Trust Company, National Association, in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the trust created pursuant to the Declaration (the “Trust”) (or on behalf of the Trust) hereunder, as to all of which recourse shall be had solely to the Granted Property; (c) nothing contained herein shall be construed as creating any liability on Computershare Trust Company, National Association, individually or personally, to perform any expressed or implied covenant, duty or obligation of any kind whatsoever contained herein; and (d) under no circumstances shall Computershare Trust Company, National Association, be personally liable for the payment of any fees, costs, indebtedness or expenses of any kind whatsoever or be personally liable for the breach or failure of any obligation, representation, agreement, warranty or covenant whatsoever made or undertaken by the Purchaser or the Trust hereunder, except to the extent of Purchaser’s willful misconduct, bad faith or gross negligence.