Representation and Warranties of the Sellers. Each Seller, severally, represents and warrants to the Company and the Shareholder that now and/or as of the closing:
Representation and Warranties of the Sellers. The Sellers and Company represents and warrants to the Acquirer that each of the statements set out below (Warranties of the Seller) is now and will be true and accurate as of the Effective Date (which representations and warranties shall be deemed to be repeated as of the Closing Date by reference to the facts and circumstances then existing as if references in such representations and warranties to the Effective Date were references to the Closing Date).
Representation and Warranties of the Sellers. The Sellers represent and warrant to the Investor as follows:
Representation and Warranties of the Sellers. Each Seller hereby represents and warrants to the Purchaser, as of the date hereof and the Closing Date, as follows:
3.1.1 Such Seller has been duly organized and is validly existing as a company, in good standing under the laws of its jurisdiction of organization.
3.1.2 Such Seller is the sole legal and beneficial owner of the Securities set forth opposite such Seller’s name on Exhibit A hereto. Such Seller has the right to transfer the full legal and beneficial interest in the Securities to the Purchaser free from all encumbrances, including without limitation any pledge, claim, mortgage, security, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”). The Ordinary Shares owned by such Seller have been duly authorized and validly issued, fully paid and non-assessable, issued in compliance with applicable law and were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other person. Upon the transfer of the Securities owned by such Seller to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear of any and all Encumbrances
3.1.3 Such Seller has the full right, power and authority to enter into and perform its obligations under this Agreement. All corporate or other action on the part of such Seller necessary for (i) authorizing the execution and delivery of, and the performance by it of all its obligations under this Agreement and (ii) the performance by such Seller of its obligations hereunder and thereunder, including the transfer of the Securities set forth opposite its name on Exhibit A hereto, has been taken or will be taken prior to the Closing.
3.1.4 This Agreement has been duly executed and delivered by such Seller and is a valid and binding obligation of such Seller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.
3.1.5 The execution, delivery and performance of this Agreement and the consummation by such Seller of the transactions contemplated hereby do not and will ...
Representation and Warranties of the Sellers. As a material inducement to Buyer to enter into this Agreement, each Seller (solely with respect to such Seller on a several and not joint basis) represents and warrants to Buyer, as of the date hereof, as follows:
Representation and Warranties of the Sellers. Except as set forth in the corresponding sections or subsections of the Seller Disclosure Schedule (it being agreed that disclosure of any item in any section or subsection of the Seller Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on the face of the disclosure), as of the date hereof (or such other date specified in such representation or warranty), and as of the Closing Date, each of the Sellers hereby represents and warrants to Purchaser Bank and Purchaser as follows:
Representation and Warranties of the Sellers a. The Sellers are purchasing the CyberAmerica Shares for their own account and not with a view towards distribution within the meaning of the Securities Act of 1933, as amended (the "Act"). The Sellers hereby acknowledge that they have been advised and are aware that (i) CYA is relying upon an exemption under the Act predicated upon the Seller's representations and warranties contained in this Agreement, and (ii) the CyberAmerica Shares delivered to the Sellers pursuant to this Agreement will be "restricted stock" within the meaning of the rules and regulations (the "Rules") promulgated by the United States Securities and Exchange Commission ("SEC") pursuant to the Act. Unless, and until, the CyberAmerica Shares are registered under the Act, they will be subject to limitations upon resale set forth in the Rules or in other administrative interpretations by the SEC in effect at the time of the proposed sale or other disposition.
b. The Sellers have received all of the information they consider necessary or appropriate for determining whether to purchase the CyberAmerica Shares. The Sellers are familiar with the business, affairs, risks and properties of CYA. The Sellers have had an opportunity to ask questions of and receive answers from CYA, its officers, directors and other representatives regarding the CyberAmerica Shares and the terms and conditions of the purchase of the CyberAmerica Shares. The Sellers have had the opportunity to obtain any additional information CYA possesses or could acquire without unreasonable effort or expense, necessary to verify the accuracy of the information furnished.
c. The Sellers have such knowledge and expertise in financial and business matters that they are capable of evaluating the merits and substantial risks of an investment in the CyberAmerica Shares and are able to bear the economic risks relevant to the purchase of the CyberAmerica Shares hereunder.
d. The Sellers are relying solely upon independent consultation with their professional, legal, tax and accounting advisors and such others as the Sellers deem to be appropriate in connection with the purchase of the CyberAmerica Shares; the Sellers have been advised to, and have consulted with, their professional tax and legal advisors with respect to any tax consequences associated with the purchase of the CyberAmerica Shares.
e. The Sellers recognize that an investment in the securities of CYA involves substantial risk and understands all of the risk factors relat...
Representation and Warranties of the Sellers. Each Seller hereby represents and warrants to the Purchaser that:
(a) Such Seller has all requisite power and authority to enter into and perform this Agreement;
(b) This Agreement constitutes a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity; and
(c) As of the date hereof, each Seller beneficially owns the Shares shown across from its name on Schedule 1 hereto.
Representation and Warranties of the Sellers. Each Seller represents and warrants to Purchaser, jointly and severally, as of the Closing Date, as follows:
Representation and Warranties of the Sellers. 31 SECTION 4.1 Investment Purpose...............................................................31 SECTION 4.2 Accredited Investor Status.......................................................31 SECTION 4.3 Reliance on Exemptions...........................................................31 SECTION 4.4 Information......................................................................31 SECTION 4.5 No Governmental Review...........................................................31 SECTION 4.6 Transfer or Resale...............................................................31 SECTION 4.7 Legends..........................................................................32 SECTION 4.8 Authorization; Enforcement; Validity.............................................32 SECTION 4.9 Ownership of Company Shares......................................................32 SECTION 4.10 No Other Agreements to Sell......................................................32 ARTICLE V COVENANTS.................................................................................33 SECTION 5.1 Conduct of Business of the Company...............................................33 SECTION 5.2 Conduct of Business of Parent....................................................34