Covenants, Representations and Warranties of Purchaser Sample Clauses

Covenants, Representations and Warranties of Purchaser. Purchaser covenants, represents and warrants to Seller as follows and acknowledges that Seller is relying upon such representations and warranties in entering into this Agreement:

Covenants, Representations and Warranties of Purchaser. Purchaser covenants, represents and warrants to Seller as follows:

Covenants, Representations and Warranties of Purchaser. The Purchaser ------------------------------------------------------ represents and warrants to, and covenants with, the Seller and the Company that except for the provisions pertaining to the payment of the purchase price thereunder, the Purchaser agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement, and from and after the date hereof, the Purchaser assumes for the benefit of the Seller and the Company all of the Seller's obligations as "Purchaser" thereunder.

Covenants, Representations and Warranties of Purchaser. As an inducement to Seller to enter into and perform this Agreement, Purchaser makes the following covenants, representations and warranties which covenants, representations and warranties shall be true and correct in all material respects on the date hereof and on the Closing Date, and shall be a condition precedent to Seller's obligation to close the transaction contemplated herein: (a) Organization and Authority. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Maryland, and has all requisite power, authority and capacity to execute and enter into this Agreement; and the transactions contemplated herein by Purchaser have been duly authorized and approved by all requisite corporate actions, and this Agreement has been duly executed and delivered on behalf of Purchaser by its duly authorized officers and constitutes the legal, valid and binding obligations of Purchaser. Purchaser has no knowledge of any item or provision of this Agreement which is unenforceable.

Covenants, Representations and Warranties of Purchaser. Purchaser represents and warrants that it is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement enforceable by the Shareholder in accordance with its terms, subject to the usual exceptions as to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and the availability of equitable remedies. Purchaser further represents and warrants that the execution and delivery of this Agreement and the fulfilment of the terms hereof by Purchaser does not and will not result in a breach of any agreement or instrument to which it is a party or by which it is contractually bound.

Covenants, Representations and Warranties of Purchaser. 5 Section 5.1 Corporate Organization. .................................. 5 Section 5.2 Authority Relative to This Agreement. .................... 5 Section 5.3 Noncontravention. ........................................ 6 Section 5.4

Covenants, Representations and Warranties of Purchaser. 3.1 COVENANTS, REPRESENTATIONS AND WARRANTIES. Purchaser covenants, represents and warrants in favour of Company that: (a) it is a corporation duly incorporated under the laws of the State of Colorado and that it is a valid, subsisting corporation in good standing under all of the applicable corporate or other laws, and that it is unrestricted in its right to enter into this Agreement; (b) it is a reporting issuer and quoted on the OTCBB, and that it is in good standing relative to such capacities with the SEC and the NASD and is not the subject of any regulatory, or threatened regulatory, action by any governmental or regulatory agency having, or claiming to have, jurisdiction over it, its business affairs or its shares; (c) its authorized and issued capital is, at the date hereof, 50,000,000 preferred shares, none of which are issued, and 100,000,000 voting common shares, with a par value of $0.001 per share, of which 11,002,000 are issued as of the date hereof; (d) the audited financial statements of Purchaser dated as of February 28, 2001 (the "Financial Statements"), copies of which have been delivered to Company, fully, fairly and accurately represent the financial affairs and condition of Purchaser as of the said date and as at the date hereof, and no material adverse changes have occurred in or to the condition of Purchaser or its financial position since February 28, 2001; (e) it will not, prior to the Closing, without the prior written consent of Company, enter into any agreements which shall require it to issue any shares, or securities convertible to shares, in its capital, or to acquire any assets, or to assume or incur any debts or other obligations, except as would be required in the normal course to satisfy its obligations under this Agreement; (f) it has no liabilities, due or accruing due, contingent or absolute, liquidated or unliquidated, of any kind except (i) liabilities disclosed or provided for in the Financial Statements, (ii) liabilities incurred in the ordinary course of the business since the date of the Financial Statements, which are consistent with past practice and are not, in the aggregate, material and adverse to the business of Purchaser, or to the financial condition or results of the Purchaser; (g) the Exchange Shares will, when issued, be validly issued as fully paid and non-assessable and free and clear of all encumbrances; (h) the issuance of the Exchange Shares will be effected in such a manner as to be exempt from ...

Covenants, Representations and Warranties of Purchaser. In order to induce the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser makes the representations and warranties set forth below to the Seller.

Covenants, Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to the Sellers as follows:

Covenants, Representations and Warranties of Purchaser. Purchaser represents and warrants to Sellers as follows: Section 5.1 Organization, Articles of Organization and Regulations. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas. Purchaser has made available to Sellers accurate and complete copies of its articles of organization and regulations, each as currently in effect.