Representation and Warranties of the Buyer. Buyer represents and warrants to Seller that Buyer is a corporation duly organized, validly existing and in good standing under the laws of Wyoming, and this agreement has been duly authorized by the Board of Directions of Buyer and constitutes the valid binding and enforceable obligation of the Buyer .
Representation and Warranties of the Buyer. The Buyer represents and warrants that:
Representation and Warranties of the Buyer. Buyer represents and warrants to Seller that Buyer is a corporation duly organized, validly existing and in good standing under the laws of Germany, and this agreement has been duly authorized by the Board of Directions of Buyer and constitutes the valid binding and enforceable obligation of the Buyer .
Representation and Warranties of the Buyer. The Buyer represents and warrants that:
Section 4.1 The Buyer is a sophisticated investor. The Buyer has the financial ability to pay the consideration required at Closing and to bear the economic risk of this investment in the Company, has adequate means for providing for the current needs and contingencies of the Buyer and have no need for immediate liquidity with respect to the investment in the Company.
Section 4.2 The Buyer:
(a) has evaluated the risks of a purchase of the Securities and has relied solely upon its own investigation of the Issuer and the information and representations made by the Issuer and contained in this Agreement and any written information and documents provided to Buyer by the Issuer;
(b) has been given the opportunity to ask questions of, and receive answers from, the Issuer concerning the terms and conditions of the Securities and other matters pertaining to this investment, and has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in any documents provided in order for the Buyer to evaluate the merits and risks of the purchase of the Securities to the extent the Issuer possesses such information or could acquire it without unreasonable efforts or expense, and have not been furnished with any other offering literature upon which the Buyer have relied;
(c) has not been furnished by Issuer with any oral or written representation or oral or written information upon which the Buyer have relied in connection with the offering of the Securities that is not contained, or referred to, in this Agreement;
(d) has investigated the acquisition of the Securities to the extent the Buyer have deemed necessary or desirable and the Issuer have provided the Buyer with any assistance the Buyer have requested in connection herewith;
(e) is an accredited investor as that term is defined in rule 501(a) of Regulation D under the Securities Act of 1933, as amended;
(f) has determined that the Securities are a suitable investment for the Buyer and that at this time the Buyer could bear a complete loss of an investment in the Securities purchased hereby; and
(g) together with their principals are experienced in transactions involving obtaining control of companies such as the Company.
Section 4.3 The Buyer is not relying on the Issuer, or any of its affiliates, or this Agreement, with respect to the Buyer’ tax consequences with respect to the Buyer’ purchase of the Securities...
Representation and Warranties of the Buyer. The Buyer represents and warrants to each Seller, the Manager and the Company as follows:
(a) The Buyer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.
(b) The Buyer has full power and authority to enter into this Agreement. The execution and delivery by the Buyer of this Agreement, the performance by the Buyer of its obligations hereunder and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Buyer.
(c) This Agreement has been duly executed and delivered by the Buyer and this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(d) The execution, delivery and performance by the Buyer of this Agreement and the consummation by the Buyer of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Buyer, in each case (other than clause (i)), which would have a material adverse effect on the Buyer or its ability to consummate the transactions contemplated by this Agreement.
(e) This Agreement is made with the Buyer in reliance upon the Buyer’s representation to the Sellers, the Manager and the Company, which by the Buyer’s execution of this Agreement, the Buyer hereby confirms, that the Purchased Units will be acquired for investment for the Buyer’s own account or an account that is under the direction and control of th...
Representation and Warranties of the Buyer. The BUYER represents and warrants that:
Section 4.1 The BUYER is a sophisticated investor. The BUYER has the financial ability to bear the economic risk of this investment, has adequate means for providing for the current needs and contingencies of the BUYER and has no need for immediate liquidity with respect to the investment in the Company.
Representation and Warranties of the Buyer. In order to induce the Company to enter into this transaction, the Buyer represents and warrants as follows:
Representation and Warranties of the Buyer. 6
6.1 Status and Good Standing 6 6.2 Authorization 6 6.3 Restrictions 7
6.4 Disclosure 7 6.5 Government Approvals and Filings 7 6.6 Broker 7 7.1 Access 7 7.2 Operation in Ordinary Course 7 7.3 Consents 7 7.4 Assets to be Sold 7 7.5 Post Closing Obligations 7
Representation and Warranties of the Buyer. The Buyer acknowledges that the Seller enters into this Contract on the condition that all of the following representations and warranties are true. The Buyer represents, warrants and covenants to the Seller that:
(a) The Buyer has all the rights and authorization necessary for the execution, performance and delivery of this Contract and consummation of the transactions contemplated hereunder;
(b) The Buyer has taken all the necessary corporate actions and other actions to obtain the official approval for the execution and delivery of this Contract and the consummation of transactions contemplated hereunder by the Buyer;
(c) Upon the approval, execution and delivery of this Contract, this Contract shall constitute legal, effective and binding obligations of the Buyer and the Seller shall be entitled to specific performance by the Buyer pursuant to this Contract, subject to the restrictions in relation to insolvency, incapacity, reorganization, delayed payment or similar legal provisions that affect creditor rights; and
(d) The execution, delivery and performance of this Contract and the consummation of transactions contemplated hereunder shall not violate any provisions in Buyers organization and corporate governance documents, or any laws, regulations, contracts or rulings that have a binding effect on the Buyer.
Representation and Warranties of the Buyer. The Buyer represents and warrants to the Parent as follows:
