Common use of Representations and Warranties of CBI Clause in Contracts

Representations and Warranties of CBI. CBI represents and warrants that: a. CBI is a corporation duly organized and validly existing under the laws of the State of Nevada. b. CBI has valid title to the Shares which it is transferring to Kelly's pursuant to this Agreement. There are no claims, liens, security interests, or other encumbrances upon the Shares. That the Shares will represent not less than ninety percent (90%) of the issued and outstanding shares of common stock of CBI at the conclusion of this transaction. c. CBI agrees and represents that the proceeds of the sale provided for herein shall be used to complete the purchase of the Board of Trade Building located at 000 Xxxxxx, Xxxxxxx, Xxxxxx. d. CBI is relying solely upon its independent consultation with its professional, legal, tax, accounting and such other advisors as CBI deems to be appropriate in transferring the Shares in exchange for the cash consideration provided for herein. CBI has been advised to, and has consulted with, its professional tax and legal advisors with respect to any tax consequences of transferring the Shares. CBI has disclosed to the Board of Directors of Kelly's that Xxxxxxx Xxxxxx is the President of CBI and Kelly's and required the full approval of the remaining members of Kelly's board prior to closing this transaction, such approval to be evidenced by a resolution approved by Kelly's Board of Directors. e. All corporate action on the part of CBI required for the lawful execution and delivery of this Agreement and the issuance, execution and delivery of the Shares has been duly and effectively taken. Upon execution and delivery, this Agreement will constitute a valid and binding obligation of CBI, enforceable in accordance with its terms, except as the enforceability may be limited by applicable bankruptcy, insolvency or similar laws and judicial decisions affecting creditors' rights generally.

Representations and Warranties of CBI. CBI represents and warrants that: a. CBI is a corporation duly organized and validly existing under the laws of the State of Nevada. b. CBI has valid title agrees to the Shares which it is transferring to indemnify and hold Kelly's pursuant to this Agreement. There are no claims, liens, security interests, or other encumbrances upon the Shares. That the Shares will represent not less than ninety percent (90%) harmless from any claim arising from any of the issued assets or liabilities that constitute the Property. It shall inform Kelly's and outstanding shares of common stock of CBI at cooperate with Kelly's in any response or defense that shall or should be made to any claim that arises from the conclusion of this transactionProperty and shall promptly resolve and settle those claims arising from the Property in a reasonable and business like manner as facts and circumstances permit. c. CBI agrees and represents that the proceeds Property is known to contain both assets and liabilities, that such assets and liabilities are not of the sale provided for herein shall be used definitive valuation and have not been subject to complete the purchase of the Board of Trade Building located at 000 Xxxxxx, Xxxxxxx, Xxxxxxvaluation by an independent third party. d. CBI is relying solely upon its independent consultation with its professional, legal, tax, accounting and such other advisors as CBI deems to be appropriate in transferring the Shares in exchange for the cash consideration Property as provided for herein. CBI has been advised to, and has consulted with, its professional tax and legal advisors with respect to any tax consequences of transferring the SharesProperty. CBI has disclosed to the Board of Directors of Kelly's that Xxxxxxx Xxxxxx is the President of CBI and Kelly's and required the full approval of the remaining members of Kelly's board prior to closing this transaction, such approval to be evidenced by a resolution approved by Kelly's Board of Directors. e. All corporate action on the part of CBI required for the lawful execution and delivery of this Agreement and the issuance, execution and delivery of the Shares has been duly and effectively taken. Upon execution and delivery, this Agreement will constitute a valid and binding obligation of CBI, enforceable in accordance with its terms, except as the enforceability may be limited by applicable bankruptcy, insolvency or similar laws and judicial decisions affecting creditors' rights generally.