REPRESENTATION AND WARRANTS. By executing this subscription agreement, the undersigned represents and warrants to the Company that:
(a) Subscriber is buying the Common Stock for Subscriber's own account or is buying for the account or benefit of a member or members of Subscriber's immediate family or in a fiduciary capacity for the account of another person or entity and is not purchasing as an agent for another. Furthermore, if Subscriber is purchasing for the account of another person or entity, Subscriber has full authority to execute this Subscription Agreement in such capacity and on behalf of such person or entity.
(b) Subscriber is 18 years of age or over (You must check box) [ ] Yes [ ] No
(c) Subscriber has received, read, and understands the Prospectus dated:_______________________, 2010
(d) Subscriber can afford the entire loss of the purchase price hereto should there be such a loss.
REPRESENTATION AND WARRANTS. By executing this subscription agreement, the undersigned represents and warrants to the Company that:
(a) Subscriber is buying the Common Stock for Subscriber's own account or is buying for the account or benefit of a member or members of Subscriber's immediate family or in a fiduciary capacity for the account of another person or entity and is not purchasing as an agent for another. Furthermore, if Subscriber is purchasing for the account of another person or entity, Subscriber has full authority to execute this Subscription Agreement in such capacity and on behalf of such person or entity.
(b) Subscriber is 18 years of age or over (You must check box) [ ] Yes [ ] No
REPRESENTATION AND WARRANTS. By executing this subscription agreement, the undersigned represents and warrants to the Company that:
a. I have adequate means for current and long-term personal needs and contingencies. I do not need liquidity with respect to my investment in the Shares. I am in a financial position to hold the Shares for an indefinite period of time. I am able to bear the economic risk of, and can withstand, a complete loss of my investment in the Company.
b. I have knowledge and experience in financial and business matters and I am capable of (a) requesting, reviewing and understanding the information I have acquired regarding the Company and its operations, management and control, and (b) evaluating the merits and risks of an investment in the Company and the Shares, including the risk of losing my entire investment.
c. I am (a) of legal age in accordance with the laws of my state of residency, (b) acquiring the Shares solely for my own account or as fiduciary for the benefit of another, and (c) not acquiring the Shares as a nominee or agent for the benefit of any other person. To the extent I am acting as a fiduciary in acquiring the Shares, all warranties, representations and covenants herein shall be deemed to have been made on behalf of the person or persons for whom I am acting, except that such person(s) need not be of legal age.
d. I am acquiring the Shares for investment and not with a view to any offering, sale or distribution of all or any part of the Shares.
e. I am an "Accredited Investor" as that term is defined in Section 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"). Specifically, I am: (CHECK ALL APPROPRIATE ITEMS)
(i) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
(ii) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the shares offered, with total assets in excess of $5,000,000. X (ii) A director or executive officer of the Company.
REPRESENTATION AND WARRANTS. By executing this subscription agreement, the undersigned represents and warrants to the Company that: Subscriber is buying the Common Stock for Subscriber's own account or is buying for the account or benefit of a member or members of Subscriber's immediate family or in a fiduciary capacity for the account of another person or entity and is not purchasing as an agent for another. Furthermore, if Subscriber is purchasing for the account of another person or entity, Subscriber has full authority to execute this Subscription Agreement in such capacity and on behalf of such person or entity. Subscriber is 18 years of age or over (You must check box) [ ] Yes [ ] No Subscriber has received, read, and understands the Prospectus dated: September 1, 1999 Subscriber can afford the entire loss of the purchase price hereto should there be such a loss.
REPRESENTATION AND WARRANTS. UNCLE MATT’S and CITRUS EXTRACTS hereby represent, warrant and agrees that they are each and separately corporations duly organized, validly existing and in good standing under the laws of Delaware and Florida, respectively, with all requisite corporate power and authority to own, operate and lease the properties and assets it now owns, operates and leases and to carry on its business as presently conducted and as proposed to be conducted under this Agreement. UNCLE MATT’S and CITRUS EXTRACTS acknowledge that they have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly approved by their authorized entities.
REPRESENTATION AND WARRANTS. The Seller represents and warrants to the Buyer as follows:
a. Prior to the consummation of this transaction, the Company has 4,041,200 shares of common stock and outstanding. It is understood and agreed by the parties that upon receipt of the first $50,000, th~t the current officers and directors of the Company will resign in favor of the those chosen by the Buyer.
b. The currently issued and outstanding shares of the Company are fully paid and non assessable and have been duly issued.
c. The Company is a corporation is duly organized and validly existing under the laws of the State of Florida and has all corporate powers necessary to engage in all transactions in which it has engaged.
d. The Company is in good standing in the state of Florida.
e. The Company has no outstanding debts or obligations whatsoever except for any items which may have been already expressly disclosed to the Buyer.
f. The Company is not subject to any pending, or threatened litigation, claims, or lawsuits for any party.
g. The Company is not a party to any contract, lease, or agreement, which would subject it to any performance or obligation in the future after the Closing of this Agreement.
h. The Company does not own any real estate or any interest in real estate.
i. The Company is not liable for any income, real or personal property taxes to any governmental agencies whatsoever.
j. The Company is not in violation of any provision of laws or regulations of federal, state or local government agencies whatsoever.
k. There are no pending or threatened proceedings against the Company.
1. The shares of the Company have been legally and validly issued, and all such shares are fully paid and non-assessable.
m. The execution and delivery of this Agreement, and the subsequent Closing thereof, will not result in the breach by the Company, or the Sellers of any agreements or other instruments to which they are a party nor will it result in the creation of any lien, charge or encumbrance whatsoever against the Company or the Seller.
n. The representation and warrants contained by the Seller shall be true and correct in all material respects on and as of the Closing, with the same force and effect as though said representation had been made on and as of the Closing.
o. Seller shall furnish Buyer with Company's complete set of books and records.
p. Attached hereto are the Financial Statements of June 30, ~998, and the related statements of income and retained earnings for the period then end...
REPRESENTATION AND WARRANTS. The Ceding Company and the Reinsurer agree that all matters with respect to this Agreement require their utmost good faith. Each party represents and warrants to the other party that it is solvent on a statutory basis in all jurisdictions in which it does business or is licensed. Each party agrees to promptly notify the other party of any material change in its financial condition. The reinsurer has entered into this Agreement in reliance upon the Ceding Company's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to the Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy or a change in each party's ownership or control.
REPRESENTATION AND WARRANTS. 3.1 Lihe must be clear of all outstanding loans or liabilities to all parties inclusive of banks before acquisition can be completed.
3.2 The transferors guarantee that the transfer of the shares of Lihe has been approved by the board of shareholders and directors. (The relating resolutions are attached with this Agreement)
3.3 The transferors assure the truthful of the financial data and the operating result provided.
3.4 Lihe management team shall be in full co-operation with GTHL management to meet the projected revenue.
3.5 Both parties of the agreement should keep confidential of involved business secrets. These obligations of confidentiality in commercial secrets should be carried out till it is legitimated public disclosure.
REPRESENTATION AND WARRANTS. Seller warrants and represents that as of the date of this agreement here are no liabilities, liens or encumbrances against Vic Xxxxxx & Xssociates, Inc. The Seller further warrants and represents that as of the date of this agreement, that there are no other outstanding shares of Stock of Vic Xxxxxx & Xssociates, Inc., no UCC's have been filed against the corporation and no Chattel Mortgages have been filed against the stock of the corporation.
REPRESENTATION AND WARRANTS. By executing this subscription agreement, the undersigned represents and warrants to the Company that: (a) Subscriber is buying the common stock for Subscriber's own account or is buying for the account or benefit of a member or members of Subscriber's immediate family or in a fiduciary capacity for the account of another person or entity and is not purchasing as an agent for another. Furthermore, if Subscriber is purchasing for the account of another person or entity, Subscriber has full authority to execute this Subscription Agreement in such capacity and on behalf of such person or entity.
