Representation and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
Representation and Warranties of Buyer. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.
(b) Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and assuming due authorization, execution and delivery by Seller this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
(c) Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
(d) No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(e) There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
(f) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.
Representation and Warranties of Buyer. In order to induce the Seller to enter into this Agreement and to consummate the transactions contemplated hereunder, the Buyer hereby makes the following representations, warranties, covenants and agreements:
Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:
(a) Buyer is acquiring the Shares for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of such Shares, nor with any present intention of distributing or selling such Shares, except insofar as such Shares are included in a public offering registered pursuant to the Securities Act of 1933 (as amended) or the disposition thereof is exempt from such registration. Buyer understands that the Shares have not been registered under federal or state securities laws and that such Shares are being offered and sold to Buyer pursuant to a claimed exemption from the registration requirements of such laws.
(b) Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of its purchase of the Shares and has the ability to bear the economic risk of the purchase of the Shares. Buyer has had access to such information concerning the Company, which the Company has made available to Buyer, and has had the opportunity to ask questions of, and receive answers from, officials of the Company concerning the business, operations, financial condition, assets, liabilities and other matters pertaining to the Company.
(c) Buyer understands that the Shares being acquired by its hereunder may not be sold, transferred or otherwise disposed of without registration under the Securities Act of 1933 (as amended) or pursuant to an exemption therefrom, in which case, the Company may require that it be furnished with an opinion of counsel for Buyer reasonably satisfactory to the Company that such registration is not required, or Buyer may present to the Company a letter from the Securities and Exchange Commission to the effect that, in the event the Shares are transferred by Buyer without registration, the Commission or the staff thereof will not recommend any action. Buyer consents that any transfer agent of the Company may be instructed not to transfer any of such stock unless it receives satisfactory evidence of compliance with the foregoing provisions.
Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:
(a) Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Xxxxx has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxx of this Agreement, the performance by Xxxxx of its obligations hereunder and the consummation by Xxxxx of the transactions contemplated hereby have been duly authorized by all requisite limited partnership action on the part of Buyer. This Agreement has been duly executed and delivered by Xxxxx and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
(c) No pending or, to the knowledge of Buyer, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Buyer’s obligations or covenants to Seller.
(d) Buyer is not a Prohibited Person. Buyer has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representation remains true and correct at all times.
(e) In connection with this transaction, Buyer is currently complying and shall comply with all requirements of law relating to money laundering, anti-terrorism, bribery, corrupt practices, trade embargos and economic sanctions, now or hereafter in effect (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010) and shall immediately notify Seller in writing if it becomes aware that any of the foregoing representations, warranties, or covenants are no longer true or have been breached or if Buyer has a reasonable basis to believe that they may no longer be true or have been breached.
(f) The funds or other assets Buyer will transfer to Seller under this Agreement are not (i) the property of, or beneficially owned, directly or indirectly, by a Prohibited Person, or (ii) the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7).
(g) No brokers were retained by Xxxxx in connection with this transaction.
(h) Buyer is not and is not acting on behalf of: (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “plan” within the meaning of S...
Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as of the Execution Date and the Closing Date as follows:
Representation and Warranties of Buyer. (a) Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Buyer has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite limited partnership action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as limited by the Enforceability Exceptions.
(c) The execution, delivery and performance of this Agreement by Buyer, and the consummation by Buyer of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party.
(d) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby.
(e) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Buyer.
Representation and Warranties of Buyer. Buyer warrants and represents to Seller:
a. That the within Agreement is a valid and binding obligation of Buyer, and that Buyer has the ability to enter into and consummate this Agreement;
b. that Buyer shall, at closing, have the funds necessary to consummate the transaction contemplated by this Agreement; and
c. Buyer acknowledges that if Buyer breaches or threatens to breach Buyer's covenants and agreements in this Section 10, then Buyer's actions may cause irreparable harm and damage to Seller that could not be adequately compensated in damages. Accordingly, if Buyer breaches or threatens to breach this Agreement, then Seller will be entitled to injunctive relief in addition to any other rights or remedies of Seller under this Agreement or otherwise.
Representation and Warranties of Buyer. Unless specifically stated otherwise, Buyer represents and warrants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:
Representation and Warranties of Buyer. Buyer hereby represents and warrants that (I) Buyer is a duly organized and validly existing corporation under the laws of the State of Nevada, (ii) the execution, delivery and performance of this Agreement by the Buyer has been duly authorized by all necessary corporate action, (iii) this Agreement is a valid and legally binding obligation of the Buyer enforceable in accordance with the terms hereof, (iv) no governmental authorization, approval, order, license, permit, franchise or consent and no registration or fling with any governmental authority is required in connection with the execution, delivery or performance of this Agreement by the Buyer, (v) the Buyer acknowledges that the Company w8ll lose its status an as S corporation as a result of the closing of the transaction contemplated by this Agreement (the "Transaction"), (vi) the business and financial condition of the company has deteriorated since the date of the internal Financial Statements, as such term is defined herein, and that, (vii) after having performed such due diligence through its experienced and sophisticated principals and such experts as they deemed necessary or appropriate, are buying the lettered or restricted Stock for its investment purposes and not with a view to redistribution on the terms set forth herein
