Representations and Warranties of the Sellers and the Company. The Sellers and the Company hereby make the following representations and warranties to the Purchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s reasonable satisfaction. Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Sellers, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Sellers either are or on the Closing Date ...
Representations and Warranties of the Sellers and the Company. The Sellers and the Company, jointly and severally, make the following representations and warranties to the Purchaser:
Representations and Warranties of the Sellers and the Company. The Company and the Sellers, jointly and severally, represent and warrant to Buyer as of the date hereof and as of the Closing Date, as follows:
Representations and Warranties of the Sellers and the Company. The Company and each Seller represents and warrants to Purchaser that, except as set forth on the schedule of exceptions attached hereto as Exhibit A (the “Schedule of Exceptions”), which exceptions or disclosure shall be deemed to be part of the representations and warranties made hereunder, the following representations in this Article III are true, correct and complete as of the date hereof. The Schedule of Exceptions shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections of this Article III, and the disclosures in any section or subsection of the Company Disclosure Schedule shall only qualify each section and subsection of this Article III to which it corresponds and each other section and subsection of this Article III to the extent it is reasonably apparent from a reading of the text of the disclosure without reference to any underlying document that such disclosure is applicable to such other section or subsection.
Representations and Warranties of the Sellers and the Company. Except as set forth herein, the Company and the Sellers hereby, individually and separately, represent and warrant to the Purchasers that:
Representations and Warranties of the Sellers and the Company. The Company and each of the Sellers jointly and severally agree with, and represent and warrant to Category 5 as follows:
Representations and Warranties of the Sellers and the Company. Except as specifically set forth in the disclosure schedule prepared by the Sellers and the Company, dated as of the date hereof, and delivered to the Purchaser concurrently with the parties’ execution of this Agreement setting forth specific exceptions to the Sellers’ and Company’s representations and warranties set forth herein in accordance with Article IV (collectively, the “Disclosure Schedule”), the Sellers and the Company, jointly and severally, represent and warrant to the Purchaser as of the date hereof and through the Closing Date, as follows:
Representations and Warranties of the Sellers and the Company. The representations and warranties of the Sellers (including those made by the Sellers in respect of the WFOE, the Hong Kong Company and the Offshore Company) and the Company, set forth in this Agreement shall be true and correct (which representations and warranties shall be deemed for the purposes of this Section 6.2(a) not to include any qualification or limitation with respect to “materiality” or “Material Adverse Effect” set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty expressly speaks as of an earlier or later date, in which case such representation or warranty shall be true and correct as of such earlier or later date); provided, however, that the condition set forth in this Section 6.2(a) shall be deemed to have been satisfied even if any representations or warranties of the Sellers (including those made by the Sellers in respect of the WFOE, the Hong Kong Company and/or the Offshore Company) and the Company (other than those contained in Section 3.1 and Section 3.5 (Authorization of Transaction; Binding Obligation), Section 3.29 (Authorization of Transaction), Section 3.3 (Title to the Shares), Section 3.9 (Company Equity Interests) and Section 3.33 (Equity Interests) which must be true and correct in all respects) are not so true and correct, unless the failure of such representations and warranties of the Sellers (including those made by the Sellers in respect of the WFOE, the Hong Kong Company and/or the Offshore Company) and the Company to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect. The Purchaser shall have received a certificate, dated as of the Closing Date, signed by each of the Sellers and an executive officer of the Company to such effect.
Representations and Warranties of the Sellers and the Company. The Company is a corporation duly organized and validly existing under the laws of the State of New York and has all corporate power necessary to engage in all transactions in which it has been involved in as well as any general business transactions in the future that may be desired by its directors.
Representations and Warranties of the Sellers and the Company. Subject to the disclosures set forth in the Disclosure Schedule, the Sellers and the Company hereby represent and warrant to Purchaser as follows:
