Representations and Warranties of the Principals. The Principals severally represent and warrant to the Company as follows, with respect to himself, herself or itself alone and not with respect to any other of the Principals, and acknowledge that the Company is relying upon such representations and warranties in connection with the transactions contemplated by this Agreement:
Representations and Warranties of the Principals. The Principals represent and warrant to Company that: (i) on the date of this Agreement, each of them has all necessary authority to execute this Agreement; (ii) there is no claim, action, suit or other proceeding pending, threatened or known against them, which, if decided adversely, would interfere with the consummation of the transaction contemplated hereby; (iii) no approval or consent of any governmental authority or third party is required for the Principals to enter into or perform this Agreement; and (iv) this Agreement is enforceable against the Principals in accordance with its terms, subject to the laws of insolvency and general principles of equity.
Representations and Warranties of the Principals. The Principals, severally and not jointly, represent and warrant to Xxxxxxxxx and Xxxxxxxxx Subsidiary that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), except as set forth in the Schedules attached hereto.
Representations and Warranties of the Principals. 4.1. The Principals severally represent and warrant to HALO as follows with respect to himself/herself/itself alone and not with respect to any other of the Principals. Each Principal acknowledges that HALO is relying upon such representations and warranties in connection with the transactions contemplated by this Agreement:
4.1.1. the Principal has the legal capacity, power and authority to hold the HALO shares owned by him at the Time of Closing, to enter into this Agreement and to transfer the legal and beneficial title and ownership of the HALO shares to HALO free of all encumbrances;
4.1.2. the Principal not been provided with any offering memorandum or similar disclosure document, including financial information, in respect of HALO or its subsidiary, NLRs current or proposed business activities;
4.1.3. the Principal has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the common shares of NLR (the SECURITIES) and the Principal is able to bear the economic risk of loss of his/her/its entire investment;
4.1.4. HALO has provided to the Principal the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and he/she/it has had access to such information concerning HALO and NLR as he/she/it has considered necessary or appropriate in connection with his/her/its investment decision to acquire the Securities;
4.1.5. the Principal is acquiring the Securities for his/her/its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States or British Columbia securities laws;
4.1.6. the Principal understands that the Securities have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and that the sale contemplated hereby is being made in reliance on an exemption from such registration requirements;
4.1.7. the Principal understands that the Securities are being offered without a prospectus being filed with any securities commission in Canada and that the sale contemplated hereby is being made in reliance on an exemption from prospectus requirements in Canada;
4.1.8. the Principal has not purchased the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newsp...
Representations and Warranties of the Principals. The Principals represent, warrant and covenant as follows:
(a) The Tiger Group has no ownership or financial interest in, nor any control of, (i) any Suppliers or the factories manufacturing any Product, (ii) any supplier or vendor of any components or raw materials utilized in any Product, or (iii) any agent representing any of the parties reference in clauses (i) and (ii) of this sentence. No member of the Tiger Group, for its own account or the account of any of its agents or affiliates, sell raw materials or components to the factories manufacturing any Products and none of these factories, or any agents, have any ownership interest in, or any control over, any member of the Tiger Group. Notwithstanding the foregoing, the Parties acknowledge that the Principals and Tiger Medical have business relationships with certain raw materials companies in China which are permitted exceptions to this Subsection (a).
(b) To the best of the knowledge of the Principals, all members of the Tiger Group are in compliance with all applicable laws, regulations and orders of China, Hong Kong and United States.
(c) The Principals are and shall be at all times during their ownership and operation of Tiger SS and TIGER WFOE be in compliance with the Foreign Corrupt Practices Act of the United States (“FCPA”) and all other applicable US anti-bribery laws. Additionally, the Principals shall institute a FCPA compliance program for TIGER WFOE and cause all employees of TIGER WFOE to adhere to the FCPA compliance program.
(d) a former representative of Tiger Medical in the United States has no title, right or interest of any kind, directly or indirectly, in Tiger SS and TIGER WFOE.
Representations and Warranties of the Principals. AND THE COMPANY --------------- Each Principal and the Company, jointly and severally, represents and warrants to QDL and Questron that as of the date hereof and as of the Closing Date (except as otherwise noted):
Representations and Warranties of the Principals. As further inducement to Purchasers to enter into this Agreement and to consummate the transactions contemplated herein, each of the Principals, severally and jointly, represent and warrant, as of the date of this Agreement and as of the Closing Date, to Purchasers as follows:
6.1 The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary. The Company does not own, directly or indirectly, any capital stock of any corporation or any equity, profit sharing, participation or other interest in any corporation, partnership, limited liability company, joint venture or other entity.
6.2 As of the Closing, the Company’s authorized capital will consist of (a) 100,000,000 shares of common stock, $.0001 no par value per share, authorized (the “Common Stock”), of which 7,075,000 shares are issued and outstanding, 6,000,000 of which are freely tradeable without any restrictions or Encumbrances and 1,075,000 of which are restricted under the Securities Act, (i) with each holder thereof being entitled to cast one vote for each share held on all matters properly submitted to the shareholders for their vote; and (ii) there being no pre-preemptive rights and no cumulative voting; and (b) no shares of preferred stock or any other class of security. The recent cancellation of 8 million shares of Common Stock by the Company was duly authorized. The Company has no shares reserved for issuance pursuant to a stock option plan or pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock. All of the issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights. There are (i) no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into ...
Representations and Warranties of the Principals. Each Principal severally, and not jointly, represents and warrants to Fortress and to each other Principal that (a) such Principal is duly authorized to execute, deliver and perform this Agreement; (b) this Agreement has been duly executed by such Principal or his, her or its attorney-in-fact on behalf of such Principal and is a valid and binding agreement of such Principal, enforceable against such Principal in accordance with its terms; (c) the execution, delivery and performance by such Principal of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both constitute) a default under any agreement to which such Principal is a party or, if applicable, the organizational documents of such Principal; and (d) such Principal has good and marketable title to the Shares owned by such Principal as of the date hereof free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement.
Representations and Warranties of the Principals. Each of Xxxx Xxxxxx and Xxxxx Xxxxxx jointly and severally represent and warrant that as founders, principals, and the persons who have invented and developed the Intellectual Property of the Corporation, which are the only substantial assets of value of the Corporation, and that the Creditor and the Corporation are entitled to the covenants and agreements of Xxxx Xxxxxx, Xxxxx Xxxxxx without which the Creditor and Corporation would not have entered into this Agreement. The Principals acknowledge that all of the Intellectual Property transferred herein is the sole and absolute property of the Corporation and that they agree to execute all applicable deeds, assignments and transfer documents when required by the Creditor to reflect the Corporation’s sole ownership of such Intellectual Property .
Representations and Warranties of the Principals. The Principals (as defined in section 4.3) severally represent and warrant to NET as follows:
