Representations and Warranties by the Seller. The Seller represents and warrants to the Purchaser that:
Representations and Warranties by the Seller. The Seller represents and warrants to Buyer as follows as of the date hereof:
Representations and Warranties by the Seller. The Seller hereby represents and warrants to the Purchaser that to the best of the Seller’s knowledge, with the intent that the Purchaser will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:
Representations and Warranties by the Seller. Except as otherwise set forth in the Seller Disclosure Schedule, the Seller represents and warrants, as of the date hereof and as of the Closing Date, to the Buyer as follows:
Representations and Warranties by the Seller. The Seller has all necessary right, power and authorization to sign and perform all the obligations under this Agreement.
Representations and Warranties by the Seller. Seller represents and warrants to each of the Buyers as follows:
(a) Seller owns the Shares and shall transfer to Buyer at the Closing good and valid title to said Shares free and clear of all liens, claims, options, charges and encumbrances whatsoever and upon the consummation of the transaction contemplated herein good title in the Shares shall vest in Buyer free of all liens, charges, encumbrances and restrictions except those arising under the Securities Act of 1933.
(b) Seller has full power and authority to execute this Agreement and consummate the transactions contemplated hereby, and this Agreement is binding on Seller and enforceable in accordance with its terms. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby do not violate or conflict with or constitute a default under any contract, agreement or commitment of any kind to which Seller is a party or by which Seller or Seller’s property is bound, or to Seller’s knowledge, any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over Seller or any of Seller’s property and when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.
(c) There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Seller, threatened against or affecting the Seller or any of its respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the documents hereunder or the Shares or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a material adverse effect.
(d) The Seller is not (i) in default under or in violation of (and no event has occurred which has not been waived which, with notice or lapse of time or both, would result in a default by the Seller), nor has the Seller received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which Seller or any of Seller’s properties is bound, ...
Representations and Warranties by the Seller. The Seller and the Principals represent and warrant to the Purchaser Parties as follows:
Representations and Warranties by the Seller a) The Seller has all necessary right, power and authorization to sign and perform all the obligations under this Agreement.
b) The Seller has the exclusive ownership of the Website and there are no current disputes or threat of disputes with any third party over the proprietary rights to the Website or any of the Website's content.
c) The Seller will provide technical consulting in the area of improving/maintaining the website for the next 60 days.
d) The execution and performance of this Agreement by the Seller will not constitute or result in a violation of any material agreement to which the Seller is a party.
Representations and Warranties by the Seller. Seller represents and warrants to Buyer and VOIS as follows:
(a) Seller owns the Shares and at closing will transfer to Buyer good and valid title to the Shares free and clear of all liens, claims, options, charges and encumbrances whatsoever.
(b) Seller has full power and authority to execute this Agreement and consummate the transactions contemplated hereby, and this Agreement is binding on the Seller and enforceable in accordance with its terms. Xx. Xxxx X. Minkin is the President of the Seller and has full power and authority to execute and deliver this Agreement on behalf of the Seller. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby do not violate or conflict with or constitute a default under any material contract, agreement or commitment of any kind to which the Seller is a party or by which the Seller or the Seller’s property is bound, or to the Seller’s knowledge, any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of the Seller’s property.
Representations and Warranties by the Seller. The Seller hereby -------------------------------------------- represents and warrants as follows:
(a) The Seller is the sole record and beneficial owner of, and has good and valid title to the Shares, free and clear of any and all liens, pledges, encumbrances, charges, agreements or claims of any kind whatsoever.
(b) The Seller has the requisite corporate, partnership or limited liability company power, as the case may be, and authority to execute, deliver and perform its obligations under this Agreement and to sell, assign, transfer and deliver the Shares, and the delivery of the Shares as provided in this Agreement will convey to the Purchaser good and marketable title to the Shares.
(c) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate, partnership or limited liability company action, as the case may be, of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except insofar as enforceability may be affected by bankruptcy, involvency or similar laws affecting creditor's rights generally and the availability of any particular equitable remedy.
(d) Neither the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof conflict with or will result in a breach or violation of or default under any of the terms, conditions or provisions of (i) the Seller's organizational documents or (ii) any agreement, order, judgment, decree, arbitration award, statute, regulation or instrument to which Seller is a party or by which it or its assets are bound.
(e) Other than consents obtained as of the date hereof, no consent or approval, authorization, order, registration or qualification of or with any government entity or any other person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Seller. The foregoing representations and warranties shall survive the date hereof.
