Common use of REPRESENTATIONS AND WARRANTIES BY BUYER Clause in Contracts

REPRESENTATIONS AND WARRANTIES BY BUYER. (a) Buyer hereby represents and warrants: (i) that it is a corporation duly organized, existing and in good standing under the laws of the State of Delaware; (ii) that its authorized preferred stock consists of _________ preferred shares and its authorized common stock consists of __________ common shares; (iii) that the execution of this agreement by Buyer has been duly and effectively authorized by all requisite corporate action; (iv) that the shares of Buyer's common stock to be delivered to Seller, pursuant to this agreement, will, when so delivered, be validly issued and outstanding, fully paid and nonassessable; (v) that there has been no material change in the condition, financial or otherwise, of Buyer, as shown on its December 31, 1997 balance sheet heretofore submitted to Seller, except changes either in the regular course of business or changes not materially adverse; and (vi) that Newco will not on or prior to the closing have contracted any liabilities except those incident to its organization and qualification and the acquisition re ferred to in paragraphs (b) and (c) of Section 1. (b) Buyer further represents that Newco is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has corporate power to carry on the business of Seller as it is being conducted, and will be duly qualified to do business in and be in good standing in the States of ________________ ____________. The execution of documents, delivery, and performance by Newco, contemplated by this agreement, shall have been duly authorized and approved by all requisite action of Newco's Board of Directors, and all such documents shall have been executed and delivered by Newco and shall constitute the valid and binding obligation of Newco in accordance with their terms; and all other action and proceedings required by law or contemplated by this Agreement to be taken by Newco, at or prior to the closing, in connection with this agreement and the transactions provided for herein have been duly and validly taken. (Buyer undertakes to take all appropriate action available to it to meet the conditions of this paragraph (j) and its failure to do so shall be deemed a cause within its control within the meaning of Section

REPRESENTATIONS AND WARRANTIES BY BUYER. The Buyer represents and warrants to Storm as follows: (a) The Buyer hereby represents is experienced in evaluating and warrants: (i) investing in companies such as Storm and has had the opportunity to discuss Storm's business, management and financial affairs with its Chief Executive Officer, Xx. Xxxxxx Xxxxxxxxxx. The Buyer further warrants that it is a corporation duly organized, existing has received or shall request at some future date prior to closing any and in good standing under the laws of the State of Delaware; (ii) that its authorized preferred stock consists of _________ preferred shares and its authorized common stock consists of __________ common shares; (iii) that the execution of this agreement by Buyer has been duly and effectively authorized by all requisite corporate action; (iv) that the shares of Buyer's common stock to be delivered to Seller, pursuant to this agreement, will, when so delivered, be validly issued and outstanding, fully paid and nonassessable; (v) that there has been no material change in the condition, financial or otherwise, of Buyer, as shown on its December 31, 1997 balance sheet heretofore submitted to Seller, except changes either in the regular course of business or changes not materially adverse; and (vi) that Newco will not on or information it requires prior to the closing have contracted any liabilities except those incident to its organization and qualification and the acquisition re ferred to in paragraphs (b) and (c) of Section 1closing. (b) The securities are being acquired for the account of the Buyer, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. To the extent a distribution or public offering occurs, it shall be conducted in accordance with the applicable federal securities laws. (c) The Buyer understands that Storm's shares have not been registered with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 12 of the Securities Act of 1934, as amended, nor has Storm registered any transactions pursuant to the Securities Act of 1933, as amended. The Buyer further represents that Newco is as part of its performance pursuant to the terms of this Agreement, the Buyer shall have the sole and complete responsibility and shall use its best efforts to arrange for filing the appropriate registration statement in connection with Storm to have Storm's shares registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. (such registration statement and other documents filed with the SEC are referred to herein as the "SEC Filings"). Said registration shall be completed and filed with the SEC prior to April 1, 2000. The Buyer and Storm acknowledge Storm will be delisted or be relegated to trading in the "pink sheets" upon the failure to timely and successfully complete the registration process. All parties hereto agree that failure to timely register Storm shall constitute a corporation duly organizedmaterial breach of this Agreement. Any failure to timely and successfully complete the registration process due to delays beyond the control of the Buyer, validly existingsuch as a failure of the auditors to perform on a timely basis shall not constitute a material breach of this Agreement by the Buyer. (d) Notwithstanding that Storm has been publicly traded for more than two years, the Buyer understands that only limited and nominal trading has occurred in Storm's stock pursuant to its current listing on the Over the Counter Bulletin Board ("OTCBB"). (e) The Buyer has the full right, power and authority to enter into and perform this Agreement, and in good standing under the laws of the State of Delawarethis Agreement constitutes a legal, has corporate power to carry on the business of Seller as it is being conducted, and will be duly qualified to do business in and be in good standing in the States of ________________ ____________. The execution of documents, delivery, and performance by Newco, contemplated by this agreement, shall have been duly authorized and approved by all requisite action of Newco's Board of Directors, and all such documents shall have been executed and delivered by Newco and shall constitute the valid and binding obligation upon the Buyer, its successors, and assigns except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of Newco in accordance with their terms; general application affecting enforcement of creditors' rights, and all other action except as limited by application of legal principles affecting the availability of equitable remedies. (f) The Buyer hereby acknowledges that it shall be responsible for its own costs and proceedings required by law or contemplated by this Agreement to be taken by Newcoexpenses, at or prior to the closingincluding attorney's and auditor's fees, in connection with this agreement the subject business combination. Buyer and Storm acknowledge that each has or has had the transactions provided opportunity to have its own legal representation by its own securities counsel. Each party understands and agrees it is responsible for herein have been duly and validly taken. (Buyer undertakes to take all appropriate action available to it to meet the conditions payment of this paragraph (j) and legal fees of its failure to do so shall be deemed a cause within its control within the meaning of Sectionrespective counsel.

REPRESENTATIONS AND WARRANTIES BY BUYER. (a) Buyer hereby represents and warrants: (i) that it is a corporation duly organized, existing and in good standing under the laws of the State of Delaware; (ii) that its authorized preferred stock consists of _________ preferred shares and its authorized common stock consists of __________ common shares; (iii) that the execution of this agreement by Buyer has been duly and effectively authorized by all requisite corporate action; (iv) that the shares of Buyer's common stock to be delivered to Seller, pursuant to this agreement, will, when so delivered, be validly issued and outstanding, fully paid and nonassessable; (v) that there has been no material change in the condition, financial or otherwise, of Buyer, as shown on its December 31, 1997 balance sheet heretofore submitted to Seller, except changes either in the regular course of business or changes not materially adverse; and (vi) that Newco will not on or prior to the closing have contracted any liabilities except those incident to its organization and qualification and the acquisition re ferred referred to in paragraphs (b) and (c) of Section 1. (b) Buyer further represents that Newco is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has corporate power to carry on the business of Seller as it is being conducted, and will be duly qualified to do business in and be in good standing in the States of ________________ ____________. The execution of documents, delivery, and performance by Newco, contemplated by this agreement, shall have been duly authorized and approved by all requisite action of Newco's Board of Directors, and all such documents shall have been executed and delivered by Newco and shall constitute the valid and binding obligation of Newco in accordance with their terms; and all other action and proceedings required by law or contemplated by this Agreement to be taken by Newco, at or prior to the closing, in connection with this agreement and the transactions provided for herein have been duly and validly taken. (Buyer undertakes to take all appropriate action available to it to meet the conditions of this paragraph (j) and its failure to do so shall be deemed a cause within its control within the meaning of SectionSection 2.)

REPRESENTATIONS AND WARRANTIES BY BUYER. 14.1 Buyer represents and warrants to and agrees with Kaiser and KACC as follows: (a) Buyer hereby represents has been duly incorporated and warrants: (i) that it is validly existing as a corporation duly organized, existing and in good standing company under the laws of the State British Virgin Islands and has duly authorized, executed and delivered this Agreement and has all necessary power and authority to perform all of Delaware; (ii) that its authorized preferred stock consists of _________ preferred shares and its authorized common stock consists of __________ common shares; (iii) that the execution of this agreement by Buyer has been duly and effectively authorized by all requisite corporate action; (iv) that the shares of Buyer's common stock to be delivered to Seller, pursuant to this agreement, will, when so delivered, be validly issued and outstanding, fully paid and nonassessable; (v) that there has been no material change in the condition, financial or otherwise, of Buyer, as shown on its December 31, 1997 balance sheet heretofore submitted to Seller, except changes either in the regular course of business or changes not materially adverse; and (vi) that Newco will not on or prior to the closing have contracted any liabilities except those incident to its organization and qualification and the acquisition re ferred to in paragraphs (b) and (c) of Section 1obligations hereunder. (b) neither the execution, delivery or performance of this Agreement or the agreements referred to in Clauses 8.3(d), (e), (f), (i) and (j) by Buyer, nor the consummation by Buyer of the transactions contemplated hereby or thereby, will (i) assuming all necessary approvals, consents or governmental authorisations from Governmental Entities referred to in Clause 10.1 and Clause 11.1(a) are obtained, conflict with, violate or result in a breach of any judgment, decree, award or order of any court, other competent tribunal or arbitrator applicable to Buyer; or (ii) conflict with, or result in a breach of, any of the terms, conditions or provisions of the organizational documents of Buyer, or of any agreement, contract or commitment to which Buyer is a party or by which it is bound, or constitute a default thereunder, which conflict, breach or default would materially impair its ability to comply with the material terms and conditions of this Agreement or the agreements referred to in Clause 8.3(d), (e), (f), (i) and (j) or to consummate the transactions contemplated hereby or thereby; (c) there are no actions, suits, proceedings or governmental investigations pending or, to the Knowledge of Buyer, threatened against or affecting Buyer which might reasonably be expected to impair materially its ability to comply with the terms and conditions of this Agreement or the agreements referred to in Clauses 8.3(d), (e), (f), (i) and (j) or to consummate the transactions contemplated hereby or thereby; and (d) to the best Knowledge of Buyer, no administrator has been appointed to Buyer, no step preliminary to the appointment of an administrator has been taken, no application or order has been made or proceedings commenced or resolution been passed or proposed in a notice of meeting or application been made to the court for the winding up, deregistration or dissolution of Buyer, nor has Buyer entered into any arrangement, compromise or composition with or assignment for the benefit of its creditors and Buyer is not insolvent within the meaning of Section 95A of the Corporations Xxx 0000 of Australia. 14.2 Buyer acknowledges that: (a) Buyer or its representatives have been furnished with all information regarding Kaiser, KACC, QAL, QAL's business, the Assets Sold, the Assumed Interests and Obligations and the Kaiser Alumina Sales Contracts that has been placed into the data room maintained for the purposes of the Transaction; (b) Buyer has had an opportunity to make any inspections of QAL's facilities that Buyer has desired and to ask questions of and receive answers from Kaiser, KACC and their respective representatives regarding Kaiser, KACC, QAL, QAL's business, the Assets Sold, the Assumed Interests and Obligations and the Kaiser Alumina Sales Contracts; and (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY OR FITNESS OF THE ASSETS SOLD FOR THEIR INTENDED PURPOSES OR ANY PARTICULAR PURPOSE), EXPRESSED OR IMPLIED, WITH RESPECT TO KAISER, KACC, QAL, QAL'S BUSINESS, THE ASSETS SOLD, THE ASSUMED INTERESTS AND OBLIGATIONS OR THE KAISER ALUMINA SALES CONTRACTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KAISER AND KACC MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO (I) ANY PROJECTIONS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES RELATING TO THE FUTURE RESULTS OF OPERATIONS, CASH FLOWS OR FINANCIAL CONDITION (OR ANY COMPONENT OF ANY OF THEM) OF QAL OR QAL'S BUSINESS OR (II) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES REGARDING KAISER, KACC, QAL, QAL'S BUSINESS, THE ASSETS SOLD, THE ASSUMED INTERESTS AND OBLIGATIONS OR THE KAISER ALUMINA SALES CONTRACTS. Buyer further represents acknowledges that Newco this Agreement is a corporation duly organized, validly existing, and in good standing under the laws subject to any applicable order or act of the State of DelawareBankruptcy Court. 14.3 Buyer has unencumbered cash on hand or has or will have credit arrangements with financially responsible third parties, has corporate power or a combination thereof, in an aggregate amount sufficient, when combined with the Deposit, to carry on enable it to pay the business of Seller as it is being conductedFinal Purchase Price including the final GST Amount, and will be duly qualified to do business in and be in good standing in the States of ________________ ____________. The execution of documents, delivery, and performance by Newco, contemplated by this agreement, shall have been duly authorized and approved by all requisite action of Newco's Board of Directorsif applicable, and all such documents shall have been executed fees and delivered expenses payable by Newco and shall constitute the valid and binding obligation of Newco in accordance with their terms; and all other action and proceedings required by law or contemplated by this Agreement to be taken by Newco, at or prior to the closing, it in connection with this agreement Agreement and the transactions provided for herein have been duly contemplated hereby. 14.4 Without affecting Clause 15.2, no claim may be made by Kaiser or KACC in respect of any representation and validly taken. warranty by Buyer contained in this Agreement, or the certificate required by Clause 11.3(a), after the date eighteen (Buyer undertakes to take all appropriate action available to it to meet 18) months after the conditions of this paragraph (j) and its failure to do so shall be deemed a cause within its control within the meaning of SectionEffective Date.

REPRESENTATIONS AND WARRANTIES BY BUYER. (a) 6.1 Buyer represents and warrants to Seller the following on the date hereof, which representation shall continue to be true on the closing date. 6.1.1 Buyer hereby represents acknowledges that the transfer of the stock by the Sellers to Buyer shall not convey to Buyer any interest in or right to the trailing commissions, deposits and warrants: (i) that commissions receivable. Buyer agrees to immediately, upon receipt of any monies representing the assets, to deliver to Sellers all monies or proceeds received by Buyer from such assets. 6.1.2 The transfers, assignments and deliveries by Sellers to Buyer contemplated hereby will not violate any applicpble law, nor will they violate the provisions of or constitute a default under: 6.1.2.1 Buyer's articles of incorporation, by-laws or other corporate documents; 6.1.2.2 any judgment, order, decree, injunction, regulation or ruling of any court or governmental authority t o which Buyer or its shareholders are subject; or 6.1.2.3 any contract, agreement or instrument to which Buyer is a party or by which it is a corporation duly organizedbound. 6.1.3 No authorizations, existing consent or other approval of any third party which has not been obtained in writing and in good standing under delivered to Sellers prior to or at the laws Close of Escrow is or will be necessary to be obtained by Buyer for the valid execution, delivery or performance by Buyer of the State of Delaware; (ii) that its authorized preferred stock consists of _________ preferred shares and its authorized common stock consists of __________ common shares; (iii) that the execution terms of this agreement by Agreement. 6.1.4 Buyer has been duly afforded the full right and effectively authorized by opportunity to inspect all requisite corporate action; (iv) that the shares records, files and documents of RCA and investigate all permits and licenses and records to Buyer's common stock satisfaction. 6.1.5 No representation or warranty made by Buyer herein contains any untrue statement of a material fact or omits to state a material fact necessary to make any statement of fact contained herein not misleading. No statement contained in any certificate, schedule or other instrument furnished or to be delivered furnished by Buyer to Seller, Seller pursuant to this agreement, will, when so delivered, be validly issued and outstanding, fully paid and nonassessable; (v) that there has been no material change in the condition, financial hereto or otherwise, of Buyer, as shown on its December 31, 1997 balance sheet heretofore submitted to Seller, except changes either in the regular course of business or changes not materially adverse; and (vi) that Newco will not on or prior to the closing have contracted any liabilities except those incident to its organization and qualification and the acquisition re ferred to in paragraphs (b) and (c) of Section 1. (b) Buyer further represents that Newco is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has corporate power to carry on the business of Seller as it is being conducted, and will be duly qualified to do business in and be in good standing in the States of ________________ ____________. The execution of documents, delivery, and performance by Newco, contemplated by this agreement, shall have been duly authorized and approved by all requisite action of Newco's Board of Directors, and all such documents shall have been executed and delivered by Newco and shall constitute the valid and binding obligation of Newco in accordance with their terms; and all other action and proceedings required by law or contemplated by this Agreement to be taken by Newco, at or prior to the closing, in connection with this agreement the transaction contemplated hereby contains any untrue statement of a material fact, or omits to state a material fact necessary to make such statement not misleading or necessary to provide Sellers with proper information as to Buyer and its affairs. 6.1.6 The representations and warranties made by Buyer shall survive the Close of Escrow and the transactions provided for herein have been duly and validly takendelivery of the stocks. 6.1.7 Buyer will change the name of the firm prior to conducting any securities business. (Buyer undertakes to take all appropriate action available to it to meet No securities business will be conducted under the conditions name of this paragraph (j) and its failure to do so shall be deemed a cause within its control within Xxxxxxx Xxxxxxxxxx & Associates, Inc. after the meaning of Sectionclosing date.

REPRESENTATIONS AND WARRANTIES BY BUYER. 14.1 Buyer represents and warrants to and agrees with Kaiser and KACC as follows: (a) Buyer hereby represents has been duly incorporated and warrants: (i) that it is validly existing as a corporation duly organized, existing and in good standing under the laws of the State Queensland and has duly authorized, executed and delivered this Agreement and has all necessary power and authority to perform all of Delaware; (ii) that its authorized preferred stock consists of _________ preferred shares and its authorized common stock consists of __________ common shares; (iii) that the execution of this agreement by Buyer has been duly and effectively authorized by all requisite corporate action; (iv) that the shares of Buyer's common stock to be delivered to Seller, pursuant to this agreement, will, when so delivered, be validly issued and outstanding, fully paid and nonassessable; (v) that there has been no material change in the condition, financial or otherwise, of Buyer, as shown on its December 31, 1997 balance sheet heretofore submitted to Seller, except changes either in the regular course of business or changes not materially adverse; and (vi) that Newco will not on or prior to the closing have contracted any liabilities except those incident to its organization and qualification and the acquisition re ferred to in paragraphs (b) and (c) of Section 1obligations hereunder. (b) neither the execution, delivery or performance of this Agreement or the agreements referred to in Clauses 8.3(d), (e) and (f) by Buyer, nor the consummation by Buyer of the transactions contemplated hereby or thereby, will (i) assuming all necessary approvals, consents or governmental authorisations from Governmental Entities referred to in Clause 10.1 and Clause 11.1(a) are obtained, conflict with, violate or result in a breach of any judgment, decree, award or order of any court, other competent tribunal or arbitrator applicable to Buyer; or (ii) conflict with, or result in a breach of, any of the terms, conditions or provisions of the organizational documents of Buyer, or of any agreement, contract or commitment to which Buyer is a party or by which it is bound, or constitute a default thereunder, which conflict, breach or default would materially impair its ability to comply with the material terms and conditions of this Agreement or the agreements referred to in Clause 8.3(d), (e) and (f) or to consummate the transactions contemplated hereby or thereby; (c) there are no actions, suits, proceedings or governmental investigations pending or, to the Knowledge of Buyer, threatened against or affecting Buyer which might reasonably be expected to impair materially its ability to comply with the terms and conditions of this Agreement or the agreements referred to in Clauses 8.3(d), (e) and (f) or to consummate the transactions contemplated hereby or thereby; and (d) to the best Knowledge of Buyer, no administrator has been appointed to Buyer, no step preliminary to the appointment of an administrator has been taken, no application or order has been made or proceedings commenced or resolution been passed or proposed in a notice of meeting or application been made to the court for the winding up, deregistration or dissolution of Buyer, nor has Buyer entered into any arrangement, compromise or composition with or assignment for the benefit of its creditors and Buyer is not insolvent within the meaning of Section 95A of the Corporations Xxx 0000 of Australia. 14.2 Buyer acknowledges that: (a) Buyer or its representatives have been furnished with all information regarding Kaiser, KACC, QAL, QAL's business, the Assets Sold, the Assumed Interests and Obligations and the Kaiser Alumina Sales Contracts that Buyer has requested; (b) Buyer has had an opportunity to make any inspections of QAL's facilities that Buyer has desired and to ask questions of and receive answers from Kaiser, KACC and their respective representatives regarding Kaiser, KACC, QAL, QAL's business, the Assets Sold, the Assumed Interests and Obligations and the Kaiser Alumina Sales Contracts; and (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY OR FITNESS OF THE ASSETS SOLD FOR THEIR INTENDED PURPOSES OR ANY PARTICULAR PURPOSE), EXPRESSED OR IMPLIED, WITH RESPECT TO KAISER, KACC, QAL, QAL'S BUSINESS, THE ASSETS SOLD, THE ASSUMED INTERESTS AND OBLIGATIONS OR THE KAISER ALUMINA SALES CONTRACTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KAISER AND KACC MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO (I) ANY PROJECTIONS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES RELATING TO THE FUTURE RESULTS OF OPERATIONS, CASH FLOWS OR FINANCIAL CONDITION (OR ANY COMPONENT OF ANY OF THEM) OF QAL OR QAL'S BUSINESS OR (II) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES REGARDING KAISER, KACC, QAL, QAL'S BUSINESS, THE ASSETS SOLD, THE ASSUMED INTERESTS AND OBLIGATIONS OR THE KAISER ALUMINA SALES CONTRACTS. Buyer further represents acknowledges that Newco this Agreement is a corporation duly organized, validly existing, and in good standing under the laws subject to any applicable order or act of the State of DelawareBankruptcy Court. 14.3 Buyer has unencumbered cash on hand or has or will have credit arrangements with financially responsible third parties, has corporate power or a combination thereof, in an aggregate amount sufficient, when combined with the Deposit, to carry on enable it to pay the business of Seller as it is being conducted, and will be duly qualified to do business in and be in good standing in Final Purchase Price including the States of ________________ ____________. The execution of documents, delivery, and performance by Newco, contemplated by this agreement, shall have been duly authorized and approved by all requisite action of Newco's Board of Directors, final GST Amount and all such documents shall have been executed fees and delivered expenses payable by Newco and shall constitute the valid and binding obligation of Newco in accordance with their terms; and all other action and proceedings required by law or contemplated by this Agreement to be taken by Newco, at or prior to the closing, it in connection with this agreement Agreement and the transactions provided for herein have been duly contemplated hereby. 14.4 Without affecting Clause 15.2, no claim may be made by Kaiser or KACC in respect of any representation and validly taken. warranty by Buyer contained in this Agreement, or the certificate required by Clause 11.3(a), after the date eighteen (Buyer undertakes to take all appropriate action available to it to meet 18) months after the conditions of this paragraph (j) and its failure to do so shall be deemed a cause within its control within the meaning of SectionEffective Date.