Common use of Representation and Warranties of Buyer Clause in Contracts

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. To induce the Seller to enter into this Agreement. the Buyer represents and warrants to the Seller that: (a) The Buyer is a corporation duly organizedauthorized to execute, validly existing deliver and in good standing perform its obligations under this Agreement and all corporate action required on its pan for the laws due execution, delivery and performance of the State of Nevadatransactions contemplated herein have been duly and effectively taken. (b) Buyer has all requisite power The execution, delivery 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 the 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 herebyherein does not and will not violate any provision of. or result in a default under, the Buyers's Articles or Certificate of Incorporation or By-laws or any indenture or agreement to which the Buyer is a party or to which its assets are bound or any order, permit, law, statute, code. ordinance, rule, regulation, certificate or any other requirement of any governmental authority or regulatory body to which the Buyer is subject. (c) To the best of Buyer's knowledge, no authorization or approval or other action by. and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Buyer of this Agreement. (d) This Agreement constitutes or will constitute, when delivered hereunder, the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its respective terms, except as such enforceability may be (i) limited by the effect of applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally or (ii) subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or at law). (e) There To the best of Buyer's knowledge, there are no actions, . suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, pending. threatened against or by affecting the Buyer that challenge or which seek to preventenjoin, enjoin prohibit or otherwise delay restrain the consummation of any of the transactions contemplated by this Agreementhereby. (f) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with All representations and warranties herein shall survive the transactions contemplated by execution of this Agreement based upon arrangements made by or on behalf and the purchase of Buyerthe Equipment.

Representation and Warranties of Buyer. As of the date of this Agreement and as of the Closing (except to the extent such representations and warranties speak expressly as of an earlier date), the Buyer represents and warrants to the Seller as follows (a) Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of NevadaTexas. (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 [corporate/limited liability company/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 Seller Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its termsterms except that the enforcement hereof and thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (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. (ed) There are no actions, suits, claims, investigations or other legal proceedings Actions 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. (fe) 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. (f) The execution, delivery and performance by the Buyer of this Agreement does not, and consummation of the transactions contemplated herein will not, (i) violate, conflict with, or result in any breach of any provisions of its charter documents, or operating agreement or bylaws; (ii) violate, conflict with or result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under, any of the terms, conditions or provisions of any material contract, loan or credit agreement, note, bond, mortgage, indenture or deed of trust, or any license, lease, agreement, or other instrument or obligation, to which the Buyer is a party or by which the Buyer or any material portion of its assets is bound; or (iii) violate any applicable law binding upon the Buyer or by which it or any material portion of its assets is bound, except, with respect to clauses (ii) and (iii), such violations, conflicts, breaches or defaults as would not interfere with the ability of the Buyer to perform its obligations under this Agreement. (g) The Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Intellectual Property, Liabilities, Material Agreements, the Company and the Company’s businesses and operations, and the Buyer has been furnished with or given full access to such information about the Intellectual Property, Material Agreements, Liabilities, the Company and the Company’s businesses and operations as it requested. The Buyer agrees that, except for the representations and warranties made by the Seller that are expressly set forth herein, none of the Seller, the Company, nor any of their affiliates or representatives has made and shall not be deemed to have made to the Buyer or its affiliates or representatives any representation or warranty of any kind.

Representation and Warranties of Buyer. Buyer hereby represents and warrants as follows: (a) Buyer has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Nevadaits organization and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted. (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 the other parties) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. (c) The execution, delivery and performance by Buyer of this Agreement do not conflict with or violate or result in the breach of the organizational documents of Buyer or any material agreement, instrument, order, judgment, decree, law or governmental regulation to which 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 applicableparty. (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 threatened by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 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 Buyer understands that nothing in this agreement or investment banker is entitled any other materials presented to any brokerage, finder’s or other fee or commission Buyer in connection with the purchase and sale of the Seller Subordinated Notes constitutes legal, tax or investment advice and Buyer has consulted such legal, tax and investment advisors and made its own assessments as it, in its sole discretion, has deemed necessary or appropriate in connection with this purchase of the Seller Subordinated Notes. (g) Buyer (i) is a sophisticated entity with such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of participation in the transactions contemplated by herein, (ii) is capable of bearing the economic risks of the transactions contemplated herein, (iii) has, or has access to, such information as it deems appropriate under the circumstances concerning, among other things, the businesses, financial condition or prospects and litigation issues and outcomes of the Issuer to make an informed decision regarding the purchase of the Seller Subordinated Notes (including the Purchase Price therefor), and (iv) has independently and without reliance on any Seller (saving each Seller’s representations in Section 2 above) or any other party, and based on such information as it deems appropriate, made its own analysis and decision to enter into this Agreement based upon arrangements made by or on behalf of Buyerand to consummate the transactions contemplated hereby.

Representation and Warranties of Buyer. (a) Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of NevadaFlorida. (b) Buyer has all requisite power and authority (including, without limitation, the resolutions adopted by the sole manager of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby) 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 limited liability company 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 Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and the availability of equitable remedies. (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 amendedamended (the “Securities Act”), 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 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. (g) Buyer, in making its decision to enter into this Agreement and consummate the transactions contemplated herein, is neither relying on any representations or warranties of any person(s) other than Seller nor its own due diligence investigation; rather Buyer is solely relying on the representations and warranties of Seller expressly set forth in Section 4 of this Agreement. (h) Buyer is able to evaluate the risks and benefits of acquiring the Shares, is able to bear the economic risk of owning the Shares for an indefinite period of time, and is able to bear the loss of its entire investment in the Shares. Buyer is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Representation and Warranties of Buyer. (a) Buyer is a corporation duly organizedhas full power and authority to enter into the Agreement. This Agreement, validly existing when executed and delivered by Bxxxx, will constitute valid and legally binding obligations of Buyer, enforceable in good standing under the accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the State availability of Nevadaspecific performance, injunctive relief or other equitable remedies. (b) Buyer has all requisite power and authority to enter into this Agreementis an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, to carry out its obligations hereunder and to consummate as amended (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“Securities Act”). (c) Bxxxx understands and accepts that the purchase of the Securities involves various risks, and the Buyer represents that it is able to bear any loss associated with an investment in the Securities. (d) Buyer is acquiring the Shares Securities 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 Securities are not registered under the Securities Act of 1933, as amendedAct, or any state securities laws, and that the Shares Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. (de) 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. (ef) 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. (fg) 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. (a) Buyer is a corporation duly organized, validly existing and an individual residing in good standing under the laws of the State of NevadaTexas. (b) Buyer Xxxxx has all requisite power and authority the legal capacity to enter into this Agreement, to carry out its his 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 Xxxxx and (assuming due authorization, execution and delivery by Seller Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Buyer holds sufficient unrestricted cash on the date hereof to pay the Purchase Price, assuming for purposes of this sentence that the Closing were to take place on the date hereof, and that the Purchase Price per-Share were equal the last closing price of the Company’s ordinary shares on the Australian Securities Exchange. (c) The execution, delivery and performance by Buyer of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Shares pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which Buyer is a party or is subject or by which the Shares are bound, including, without limitation, section 606 of the Corporations Act 2001 (Cth) and the requirements of the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth). (d) Xxxxx is acquiring the Shares solely for its his 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 amended, or pursuant to an applicable exemption therefrom therefrom, and subject to state securities laws and regulations, as applicable. Xxxxx is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of his investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of his investment. Buyer had a pre-existing relationship with Seller pre-dating any offer or sale of the Shares by or on behalf of Seller and the Shares were not offered or sold to Buyer by means of any general solicitation or general advertising. (de) No governmental, administrative or other third party consents consents, filings or approvals are required to be made or obtained by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, other than any information required under section 671B of the Corporations Act 2001 (Cth). (ef) 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. (fg) 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 BuyerXxxxx. (x) Xxxxx has conducted his own independent investigation, review and analysis of the Company, and acknowledges that he has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Seller and the Company for such purpose. Xxxxx acknowledges and agrees that: (a) in making his decision to enter into this Agreement and to consummate the transactions contemplated hereby, Xxxxx has relied solely upon his own investigation and the express representations and warranties of Seller set forth in Section 5; and (b) none of Seller, the Company or any other person has made any representation or warranty as to Seller, the Company, the Shares or this Agreement, except as expressly set forth in Section 5 of this Agreement. (i) As of the date hereof and as of the Closing Date (but prior to giving effect to the transactions contemplated hereby), Xxxxx has a Relevant Interest in 25,485,616 Ordinary Shares. As of the date hereof and as of the Closing Date, there is a total of 630,251,844 Ordinary Shares issued and outstanding. After giving effect to the transactions contemplated hereby and immediately on execution of this Agreement up until immediately after the Closing, Xxxxx will have a Relevant Interest in 19.99% of the total issued and outstanding Ordinary Shares of the Company.

Representation and Warranties of Buyer. Buyer hereby represents and warrants to Sellers as follows: (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 Delaware with the requisite limited liability company power and authority to enter into execute and deliver this Agreement, to carry out its obligations hereunder hereunder, and to consummate the transactions contemplated hereby. ; (b) The execution execution, delivery and delivery performance by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have Agreement has been duly authorized by all requisite corporate necessary limited liability company 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 Sellers) constitutes a Buyer’s legal, valid and binding obligation of Buyer obligation, enforceable against Buyer in accordance with its terms.terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidity or similar laws relating to or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application; (c) The execution, delivery and performance by Buyer of this Agreement (i) does not result in a violation of the organizational documents of Buyer and (ii) does not conflict with, violate or result in the breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, party 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.is subject; (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.; (e) Buyer, either alone or together with its representatives (if any), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated the merits and risks of such transactions; (f) Buyer is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In addition, Buyer meets any additional or different suitability standards imposed by the securities and similar laws of the state or other jurisdiction of its principal place of business or domicile in connection with the purchase by Buyer of the Securities contemplated hereby; (g) Buyer is acquiring the Securities for Buyer’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Buyer does not presently have any contract, undertaking, agreement or arrangement with any Person to transfer the Securities or any interest therein to such Person or to any third party; and (h) 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.