REPRESENTATIONS AND WARRANTIES OF BUYERS. Buyers represent and warrant to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF BUYERS. Buyers, jointly and severally, represent and warrant to Seller as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer, severally and not jointly, hereby represents and warrants to the Seller, which representations and warranties shall survive the Closing, the following:
(a) Buyer has all requisite power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreement. Upon execution and delivery by Buyer at the Closing, this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) The execution, delivery and performance of this Agreement by Buyer will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which Buyer is a party or by which Buyer is in any way bound or obligated.
(c) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Buyer in connection with the transactions contemplated by this Agreement.
(d) Buyer understands that the Securities are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
(e) At the time Buyer was offered the Securities, it was, and at the date hereof it is an “accredited i...
REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer hereby, severally and jointly, represents and warrants to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF BUYERS. Each of the Buyers represents and warrants to the Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer severally (and not jointly) represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF BUYERS. Buyer represents and ---------------------------------------- warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF BUYERS. The Buyers, jointly and severally, hereby represent and warrant to the Sellers, as of the date of this Agreement, as follows:
REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer, as of the date hereof and of the Closing Date, jointly and severally represents and warrants to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF BUYERS. Buyers hereby jointly and severally represent and warrant to Sellers and Stockholders as follows:
