Purchaser’s Warranties and Representations. The matters set forth in this Section 11.2 constitute representations, warranties and covenants by Purchaser which are now and shall, at the Closing, be true and correct.
Purchaser’s Warranties and Representations. Purchaser warrants and represents that: (a) Purchaser has the full right, power, and authority to purchase the Property from Seller as provided in this Contract and to carry out Purchaser's obligations hereunder; (b) Purchaser is the type of entity set forth in the preamble to this Contract, duly organized and in good standing under the laws of the state of its organization and is qualified to do business in the State; (c) all requisite action necessary to authorize Purchaser to enter into this Contract and to carry out Purchaser's obligations has been obtained; (d) this Contract has been duly authorized, executed and delivered by Purchaser; and (e) the execution of this Contract and the Closing to occur hereunder do not and will not violate any contract, covenant or other Contract to which Purchaser may be a party or by which Purchaser may be bound. The provisions of this Section shall survive the Closing.
Purchaser’s Warranties and Representations. 7.1. The Purchaser warrants and represents to Transworld Media and the Shareholders, with the intent that Transworld Media and the Shareholders will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated herein, that:
(a) the Purchaser is a company duly incorporated, validly existing and presently in good standing under the laws of the State of Delaware and has the power, authority and capacity to enter into this Agreement and to carry out its terms;
(b) the execution and delivery of this Agreement and the completion of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement constitutes a legal, valid and binding obligation of the Purchaser in accordance with its terms except as limited by laws of general application affecting the rights of creditors;
(c) to the knowledge of the Purchaser, the Purchaser has filed all reports and documents required to be filed with the Secretary of State of Delaware and the Commission, and is not in default of any requirements of any applicable corporate and securities laws, and the rules and regulations thereto;
(d) the sole director and officer of the Purchaser as of the date of execution of this Agreement is: Director: Wxxx Xxxx Ling Officers: Wxxx Xxxx Ling - Chief Executive and Chief Financial Officers Dxx Xxxxxxxx - Secretary
(e) as at the Closing Date, Transworld Media shall nominate and appoint two (2) persons in conformity to the requirements of the laws of the Delaware, and Mxx Xxxxxxxxxxxxx and Wxxx Xxxx Ling to act as the directors of the Purchaser, and the officers of the Purchaser shall be: Mxx Xxxxxxxxxxxxx - Chief Executive Officer Wxxx Xxxx Ling - Chief Financial Officer Dxx Xxxxxxxx - Secretary
(f) at the date of this Agreement, the authorized capital of the Purchaser consists of 21,000,000 shares divided into 20,000,000 common shares with a par value of US$0.001 per share, of which 1,000,000 common shares are issued and outstanding as fully paid and non- assessable, and 1,000,000 preferred shares with a par value of US$0.001 per share, of which no preferred shares are issued and outstanding;
(g) upon completion of the Arrangement, the Shareholders shall be the beneficial and registered holders of the Purchaser's Shares as fully paid and non- assessable common shares of the Purchaser, free and clear of all Liens and restrictions on transfer;
(h) there are no option...
Purchaser’s Warranties and Representations. To induce Company to enter into this Agreement, Purchaser (as to itself and not as to any other Purchaser) hereby warrants and represents as follows:
Purchaser’s Warranties and Representations. Purchaser warrants and represents the following:
(a) Purchaser is a federally chartered savings association duly organized and validly existing.
(b) Purchaser is duly authorized to enter into this Agreement and has complied with all laws, statutes, rules, regulations, charter provisions, articles and bylaws to which it may be subject.
(c) The duties and obligations of Purchaser under this Agreement are the valid, binding, and enforceable duties and obligations of Purchaser and compliance with these duties and obligations will not conflict with, result in a breach of, or default under or be adversely affected by any agreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules, or regulations to which Purchaser is a party or by which its properties of assets are bound. All representations and warranties contained herein or otherwise made in writing pursuant hereto are now true and correct and shall be true and correct as of the Transfer and Absolute Closing Date with the same force and effect as though made at such time. All of said representations and warranties shall survive the consummation of the transaction contemplated hereby.
Purchaser’s Warranties and Representations. In addition to the representations and warranties contained elsewhere in this Agreement, Purchaser hereby makes the following representations and warranties to Sellers as of the Closing Date:
Purchaser’s Warranties and Representations. Purchaser hereby represents and warrants to Seller as follows:
Purchaser’s Warranties and Representations. The matters set forth in this Section 11.2 constitute representations, warranties and covenants by Purchaser which are now and shall, in all material respects, at the Closing be true and correct. As used in this Agreement, the phrase “to Purchaser’s knowledge” and other references to the knowledge or actual knowledge of Purchaser shall mean, and be limited to, the actual knowledge of either or both of Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxxxx which Purchaser hereby certifies are the individuals responsible for, and with the knowledge of the information gathered from, Purchaser’s due diligence review and are in the best position to confirm the truth and accuracy of Purchaser’s representations and warranties (and no others), without duty of inquiry whatsoever and without imposing any personal liability on the part of either such individual.
Purchaser’s Warranties and Representations. Purchaser does hereby warrant and represent to Seller as follows:
(a) Purchaser has full right, power and authority to enter into this Contract and consummate the transactions contemplated hereby. The person executing this Contract on behalf of Purchaser has full right and authority on Purchaser's behalf to execute this Contract and to consummate the transactions contemplated hereby.
(b) There are no legal actions, suits or other legal or administrative proceedings pending or, to Purchaser's best actual knowledge, threatened against Purchaser which are reasonably likely to have a material adverse effect on Purchaser's ability to consummate the transaction contemplated by this Contract.
Purchaser’s Warranties and Representations. The Purchaser represents and warrants to the Seller as of the date hereof and as of the Closing Date that:
