Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, Purchaser hereby covenants, represents and warrants that:
(a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws.
(b) Purchaser has all requisite corporate power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity.
(c) Purchaser has all material qualifications, regulatory permissions and/or licenses necessary for the acquisition of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this Agreement.
(d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated (assuming receipt of all necessary consents) by this Agreement nor compliance with its terms and conditions, shall conflict with or result in the breach of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon the Purchased Loans.
(e) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent to hinder, delay or defraud any of its creditors.
(f) No consent, approval, authoriza...
Purchaser Representations, Warranties and Covenants. The Purchaser represents and warrants to the Vendors as representations and warranties which are true and correct as of the date hereof that:
4.1 The Purchaser is a resident of Nevada for matters relating to jurisdiction of taxation. The Purchaser is a non-reporting public company duly incorporated under the laws of Nevada, validly existing, and is in good standing to carry on business in its intended place(s) of business.
4.2 There is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or to the knowledge of the Purchaser threatened against or affecting the Purchaser at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency. Share Purchase Agreement, December 10, 1997
4.3 The Purchaser holds all permits, licenses, and consents issued by any Federal, Provincial, Regional or Municipal Government or Agency thereof which are necessary or desirable in connection with the operations of the Company.
4.4 The performance of this agreement will not be in violation of the Memorandum or Articles of the Purchaser or of any agreement to which the Vendors are a party and will not give any person or company any right to terminate or cancel any agreement or any right enjoyed by the Purchaser and will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the assets of the Purchaser.
4.5 The business of the Purchaser now and until the Closing Date will be conducted and maintained in the manner which is normal for that business.
4.6 The Purchaser is not aware of any adverse claim or claims which may affect title to or exclusive possession and use of the assets of the Purchaser.
4.7 The representations, warranties, covenants and agreements by the Purchaser in this Agreement or any certificates or documents delivered pursuant to the provisions hereof or in connection with the transaction contemplated hereby shall be true at and as of the time of closing as though such representations and warranties were made at and as of such time. Notwithstanding any investigations or enquiries made by the Vendors prior to closing or the waiver of any condition by the Vendors, the representations, warranties, covenants and agreements of the Purchaser shall survive the Closing Date and notwithstanding the closing of the purchase and sale herein provided fo...
Purchaser Representations, Warranties and Covenants. In connection with the purchase of the Shares, the Purchaser represents and warrants to the Company as follows:
4.1 The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the securities. The Purchaser is purchasing these securities for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933 (the “Securities Act”). The Purchaser is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
4.2 The Purchaser understands that the securities have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this regard, the Purchaser understands that, in view of the Securities and Exchange Commission (“Commission”), the statutory basis for such exemption may not be present if the Purchaser’s representations meant that the Purchaser’s present intention was to hold these securities for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future.
4.3 The Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. The Purchaser understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.
4.4 The Purchaser is aware of the adoption of Rule 144 by the Commission, promulgated under the Securities Act, which permits limited public resale of securities acquired in a non-public offering subject to the satisfaction of certain conditions.
4.5 The Purchaser further acknowledges that in the event all of the requirements of Rule 144 are not met, compliance with Regulation A or some other registration exemption will be required; and that altho...
Purchaser Representations, Warranties and Covenants. Each Purchaser represents and warrants, severally, not jointly, to Napo as of the Initial Closing and each Subsequent Closing that:
Purchaser Representations, Warranties and Covenants. The Purchaser hereby represents, warrants and covenants to, and agrees with, each of the Company Parties that:
Purchaser Representations, Warranties and Covenants. Each Purchaser, severally as to itself only and not jointly as to any other Purchaser, hereby represents and warrants to the Company, and agrees with the Company, as follows:
(a) Such Purchaser has received or given access to and reviewed copies of the following:
(i) the Company’s annual report on Form 10-KSB for the year ended December 31, 2002 filed with the Commission on March 31, 2003;
(ii) the Company’s quarterly report on Form 10-QSB for the period ended March 31, 2003 filed with the Commission on May 15, 2003;
(iii) the Company’s current report on Form 8-K dated June 3, 2003 filed with the Commission on June 5, 2003;
(iv) the Company’s current report on Form 8-K dated June 27, 2003 filed with the Commission on July 2, 2003;
(v) the Company’s quarterly report on Form 10-QSB for the period ended June 30, 2003 filed with the Commission on August 14, 2003;
(vi) the Company’s current report on Form 8-K dated September 11, 2003 filed with the Commission on September 16, 2003;
(vii) the Company’s proxy statement for annual meeting of stockholders to be held on September 24, 2003, mailed to stockholders on August 29, 2003 and filed with the Commission on August 29, 2003;
(viii) the Company’s registration statement on Form SB-2 filed with the Commission on October 20, 2003, as amended by the first amendment thereto filed with the Commission on November 14, 2003 and as amended by the second amendment thereto filed with the Commission on February 19, 2004; and
(ix) the Company’s quarterly report on Form 10-QSB for the period ended September 30, 2003 filed with the Commission on November 13, 2003; and
(x) the Company’s audited balanced sheet as of the year ending December 31, 2003, and the related statements of income and cash flow (the “2003 Audited Financial Statements”). Such Purchaser understands that no Person has been authorized to give any information or to make any representations for or on behalf of the Company other than as set forth in the Commission Documents or in this Agreement, and each Purchaser represents and agrees that it has not relied on any such other information or representations in making a decision to purchase the Securities which such Purchaser agrees to purchase hereunder. Such Purchaser represents to the Company that such Purchaser has had access to such financial and other information and has had the opportunity to ask questions and receive answers as it deemed necessary in respect of the decision to purchase the Securities it is p...
Purchaser Representations, Warranties and Covenants. The Purchaser makes (and is deemed to make) the representations, warranties and covenants below in accordance with the Agreement:
Purchaser Representations, Warranties and Covenants. Purchaser represents, warrants and covenants that (i) the Specifications shall be in conformance with Applicable Laws and the regulatory applications, (ii) Purchaser is responsible for ultimately determining (with Supplier’s reasonable assistance) that the Products, and all label information, including efficacy claims and all ingredient and consumer information, comply with Applicable Laws, (iii) Purchaser shall determine if any warnings on the Products are required under The Safe Drinking Water and Toxic Enforcement Act of 1986, California Health & Safety Code Sections 25249.5 et seq. (“Proposition 65”) and, if so, Purchaser shall supply labels including legally compliant warnings, and (iv) all Products shall be stored, marketed, and distributed in compliance with all Applicable Laws. In the event Purchaser proposes changes to the Specifications, Purchaser shall, as soon as commercially practicable, advise Supplier of such proposed changes. Supplier shall inform Purchaser within ten (10) business days after receipt thereof as to any scheduling, quality or Manufacturing concerns or price adjustments that may reasonably result from such changes. In the event that Supplier wishes to propose any material change to the Manufacturing process or the Specifications, it shall provide all relevant details related to such proposed change for review by Purchaser, but shall not implement any such change prior to Purchaser’s approval, which approval Purchaser shall not reasonably withhold or delay, and any necessary approval by the Applicable Regulatory Agency.
Purchaser Representations, Warranties and Covenants. The Purchaser hereby represents and warrants to the Company that:
Purchaser Representations, Warranties and Covenants. The Purchaser hereby represents, warrants and covenants to, and agrees with, each of the Company Parties that:
(a) the Purchaser is not a Prohibited Person.
(b) except in the case where the Purchaser is a natural person, that it is duly organised, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation.
(c) the Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has read and fully understood the Company’s Privacy Notice annexed at Schedule 3 of this Agreement.
(d) this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(e) the execution, delivery and performance of this Agreement shall not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice of (i) any provision of the Purchaser’s organizational documents, if applicable; (ii) any provision of any judgment or order to which the Purchaser is a party, by which the Purchaser is bound, or to which any of the Purchaser’s material assets are subject; (iii) any material agreement, obligation, duty or commitment to which the Purchaser is a party or by which the Purchaser is bound; or (iv) to the Purchaser’s knowledge, any Laws applicable to the Purchaser.
(f) the Purchaser hereby represents that (i) it has satisfied itself as to the full observance of applicable Law in connection with its entry into this Agreement, including (x) the legal requirements within its jurisdiction for the entry into this Agreement and the acquisition of the Tokens, (y) any foreign exchange restrictions applicable to such purchase or exchange, and (z) any Governmental Authority or other consents that may need to be obtained; (ii) the Purchaser has consulted with, and is relying solely upon the advice of, its own advisors relating to the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, exchange, sale or transfer of, as relevant, this Agreement and the Tokens; and (iii) to its knowledge, the Purchaser’s subscription and payment for this Agreement, continued beneficial ownership of this Agreement, exchange for Tokens or continue...
