Common use of Joint Representations and Warranties Clause in Contracts

Joint Representations and Warranties. AmerAlia and Holdings represent, warrant and agree that: i. Each of them has delivered to Fund III: (A) the unaudited financial statements for AmerAlia & Subsidiaries, consolidated Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007, and (B) for each of (i) AmerAlia, Inc., (ii) Natural Soda Holdings, Inc., and (iii) Natural Soda, Inc. Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007 (collectively (A) and (B) are referred to herein as the “Unaudited Statements”). In all material respects, the unaudited statements: (i) are true, accurate and complete, (ii) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements), and (iii) present fairly the financial position and results of operations, cash flows and of changes in stockholders’ equity as of the dates and for the periods indicated, subject to normal year-end audit adjustments, which taken together are not material in amount (with materiality defined as $50,000 individually or in the aggregate). ii. Except as disclosed herein, none of the assets of Soda have been paid to or for the benefit of AmerAlia, Holdings, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇. iii. Each has disclosed all material facts related to AmerAlia, Holdings, Soda, and any of the debentures issued by Holdings, and has not failed to disclose to Fund III any material fact necessary to prevent what has been disclosed to Fund III from being misleading. iv. There are no defenses or counterclaims to the enforcement of any Series A Debentures, including those issued by Holdings and registered in the name of Sentient LP, and Holdings and Soda hereby waive and release any such defense or counterclaims that may exist. Interest Purchase Agreement — AmerAlia and Sentient LP v. Neither of them has any claim, counterclaim, offset, or other right that it could possibly assert against Fund III, Sentient LP or any investor, partner, agent, officer, director, trustee, agent or other representative of Sentient LP, Fund III, or any entity or person affiliated with them.

Joint Representations and Warranties. AmerAlia and Holdings represent, warrant and agree that: i. Each of them has delivered to Fund III: (A) the unaudited financial statements for AmerAlia & Subsidiaries, consolidated Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007, and (B) for each of (i) AmerAlia, Inc., (ii) Natural Soda Holdings, Inc., and (iii) Natural Soda, Inc. Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007 (collectively (A) and (B) are referred to herein as the “Unaudited Statements”). In all material respects, the unaudited statements: (i) are true, accurate and complete, (ii) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements), and (iii) present fairly the financial position and results of operations, cash flows and of changes in stockholders’ equity as of the dates and for the periods indicated, subject to normal year-end audit adjustments, which taken together are not material in amount (with materiality defined as $50,000 individually or in the aggregate). ii. Except as disclosed herein, none of the assets of Soda have been paid to or for the benefit of AmerAlia, Holdings, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇. iii. Each has disclosed all material facts related to AmerAlia, Holdings, Soda, and any of the debentures issued by Holdings, and has not failed to disclose to Fund III any material fact necessary to prevent what has been disclosed to Fund III from being misleading. iv. There are no defenses or counterclaims to the enforcement of any Series A Debentures, including those issued by Holdings and registered in the name of Sentient LP, and Holdings and Soda hereby waive and release any such defense or counterclaims that may exist. Interest Purchase Agreement — AmerAlia and Sentient LP. v. Neither of them has any claim, counterclaim, offset, or other right that it could possibly assert against Fund III, Sentient LP or any investor, partner, agent, officer, director, trustee, agent or other representative of Sentient LP, Fund III, or any entity or person affiliated with them.

Joint Representations and Warranties. AmerAlia and Holdings represent, represent and warrant to Sentient LP (and agree its affiliates) that: i. Each of them has delivered to Fund III: Sentient LP (A) the unaudited financial statements for AmerAlia & Subsidiaries, consolidated Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007, and (B) for each of (i) AmerAlia, Inc., (ii) Natural Soda Holdings, Inc., and (iii) Natural Soda, Inc. Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007 (collectively (A) and (B) are referred to herein as the “Unaudited Statements”). In all material respects, the unaudited statementsUnaudited Statements: (i) are true, accurate and complete, (ii) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements), and (iii) present fairly the financial position and results of operations, cash flows and of changes in stockholders’ equity as of the dates and for the periods indicated, subject to normal year-end audit adjustments, which taken together are not material in amount (with materiality defined as $50,000 individually or in the aggregate). ii. Except as disclosed herein, none of the assets of Soda have been paid to or for the benefit of AmerAlia, Holdings, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇. iii. Each has disclosed all material facts related to AmerAlia, Holdings, Soda, and any of the debentures issued by Holdings, and has not failed to disclose to Fund III Sentient LP any material fact necessary to prevent what has been disclosed to Fund III Sentient LP from being misleading. iv. There are no defenses or counterclaims to the enforcement of any the Soda Series A DebenturesDebenture and AmerAlia, including those issued by Holdings and registered in the name of Sentient LP, and Holdings and Soda hereby waive and release any such defense or counterclaims that may exist. Interest Purchase Agreement — AmerAlia and Sentient LP. v. Neither of them has any claim, counterclaim, offset, or other right that it could possibly assert against Fund IIISentient LP, Sentient LP or any investor, partner, agent, officer, director, trustee, agent or other representative of Sentient LP, Fund III, or any entity or person affiliated with them.

Joint Representations and Warranties. AmerAlia and Holdings represent, represent and warrant to Sentient LP (and agree its affiliates) that: i. Each of them has delivered to Fund III: Sentient LP (A) the unaudited financial statements for AmerAlia & Subsidiaries, consolidated Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007, and (B) for each of (i) AmerAlia, Inc., (ii) Natural Soda Holdings, Inc., and (iii) Natural Soda, Inc. Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007 (collectively (A) and (B) are referred to herein as the “Unaudited Statements”). In all material respects, the unaudited statementsUnaudited Statements: (i) are true, accurate and complete, (ii) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements), and (iii) present fairly the financial position and results of Debenture Purchase Agreement — Natural Soda operations, cash flows and of changes in stockholders’ equity as of the dates and for the periods indicated, subject to normal year-end audit adjustments, which taken together are not material in amount (with materiality defined as $50,000 individually or in the aggregate). ii. Except as disclosed herein, none of the assets of Soda have been paid to or for the benefit of AmerAlia, Holdings, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇. iii. Each has disclosed all material facts related to AmerAlia, Holdings, Soda, and any of the debentures issued by Holdings, and has not failed to disclose to Fund III Sentient LP any material fact necessary to prevent what has been disclosed to Fund III Sentient LP from being misleading. iv. There are no defenses or counterclaims to the enforcement of any the Soda Series A DebenturesDebenture and AmerAlia, including those issued by Holdings and registered in the name of Sentient LP, and Holdings and Soda hereby waive and release any such defense or counterclaims that may exist. Interest Purchase Agreement — AmerAlia and Sentient LP. v. Neither of them has any claim, counterclaim, offset, or other right that it could possibly assert against Fund IIISentient LP, Sentient LP or any investor, partner, agent, officer, director, trustee, agent or other representative of Sentient LP, Fund III, or any entity or person affiliated with them.