MUTUAL REPRESENTATIONS AND WARRANTIES OF TAC AND BRIA Clause Samples

MUTUAL REPRESENTATIONS AND WARRANTIES OF TAC AND BRIA. The parties hereby represent, warrant and covenant that each of the following are true and complete as of the date of this Rescission: A. The execution and performance of this Rescission have been duly authorized by all requisite corporate action. This Rescission constitutes a valid and binding obligation of the parties. This Rescission will not violate or result in a breach of, or constitute a default in any agreement, instrument, judgment, order or decree to which either party is a party or to which either party is subject. B. The Agreement dated September 20, 1996, to exchange their respective stock, was freely entered into, and represents a valid and binding agreement between the parties. A copy of such Agreement is attached as Exhibit "A" and incorporated by reference. C. Each party has fully performed under the terms of the Agreement dated September 20, 1996 by issuing their respective shares to one another, as evidenced by certain stock certificates issued as outlined below, copies of which are attached as Exhibit "B" and incorporated by reference: (i) One Million (1,000,000) shares of BRIA stock, issued to TAC on October 3, 1996 in the following denominations: a. certificate number 1265 in the amount of 333,334 shares b. certificate number 1266 in the amount of 333,333 shares c. certificate number 1267 in the amount of 333,333 shares (ii) Two hundred thousand (200,000) shares of TAC stock, issued to BRIA on September 30, 1996 in the following denomination: a. certificate number 1064 in the amount of 200,000 shares D. Each party shall execute such other documents and take such other and further action to effect the Rescission of the Agreement dated September 20, 1996, including canceling the respective stock issued, and effecting corporate action in the form of appropriate resolutions to cancel such stock and rescind such Agreement. E. Neither party will suffer damages, either direct or indirect, as a result of this Rescission. F. Each party, in making its decision to execute this Rescission relied solely on the advice of its principals, or its financial advisors and not on advice given by the agents, principals, consultants or employees of the other party.