Exchanger's Representations and Warranties Sample Clauses

Exchanger's Representations and Warranties the Exchanger hereby represents and warrants to the Exchangee that: (a) the Exchanger is the beneficial owner of the Exchanged Shares free of all liens, charges, security interests, adverse claims, pledges and other encumbrances whatsoever; (b) no person, firm or corporation other than under this agreement has any agreement or option or right capable of becoming an agreement or option for the purchase from the Exchanger of the Exchanged Shares; and
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Exchanger's Representations and Warranties the Exchanger hereby represents and warrants to the Exchangee that: The Exchanger solely represents and warrants to the Exchangee as follows and acknowledges that the Exchangee is relying on such representations and warranties in connection with the exchange by the Exchangee of the Shares and that the Exchangee would not have entered into this Agreement without such representations and warranties: a) Organization The Exchanger is duly incorporated and organized under the laws of the Turks and Caicos Islands, B.W.I. and has the corporate power to own, lease or operate its properties and to conduct its business as now being conducted by them. The Exchanger has the corporate power and authority to execute this Agreement and to perform its obligations hereunder. The Exchanger is duly qualified as a corporation to do business in each jurisdiction in which the nature of their business or the property and assets owned or leased by each of them makes such qualification necessary.
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Related to Exchanger's Representations and Warranties

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows: 1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities; 4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission. 5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

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