Representations and Warranties of TTI Sample Clauses

Representations and Warranties of TTI. Except as set forth in the applicable section of the disclosure schedule delivered by TTI to HGR prior to the execution of this Agreement (the "TTI Disclosure Schedule"), TTI represents and warrants to HGR as follows:

Representations and Warranties of TTI. TTI represents and warrants to and in favour of TC and Shareholders as follows and acknowledges that TC and Shareholders are relying upon such representations and warranties in consummating the transactions contemplated by this Agreement; (a) TTI is duly incorporated, organized and validly existing and current and up-to-date with respect to all filings required under the laws of Nevada and no proceedings have been taken or authorized by TTI or, to the best knowledge of TTI by any other person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of TTI. (b) TTI has the corporate power and authority to enter into this Agreement to perform its obligations hereunder; (c) none of the execution and delivery of this Agreement, the completion of the transactions contemplated herein or the fulfillment of or compliance with the terms and provisions hereof do or will, nor will they upon the giving of notice or the lapse of time or both: i) result in the breach of or violate any term or provision of the Constating Documents of TTI; or ii) violate any provision of law or administrative regulation or any judicial or administrative award, judgment or decree applicable to, and (after due inquiry) known to TTI, the breach of which would have a materially adverse effect on TTI; (d) there are no actions, suits, proceedings or investigations commenced nor, to the knowledge of TTI (after due enquiry) contemplated or threatened, against or affecting TTI at law or in equity before or by any court, Governmental Authority or arbitrator of any kind, nor, to the knowledge of TTI (after due enquiry), are there any existing facts or conditions which may reasonably be expected to be a proper basis for any actions, suits, proceedings or investigations, which, in any case, would prevent or hinder the consummation of the transactions contemplated by this Agreement or which would involve the reasonable possibility of any judgment or liability not fully covered by insurance in excess of a reasonable deductible amount, or which could reasonably be expected to have an adverse effect on the business, operations, properties, assets or affairs, financial or otherwise of TTI or TTI's ability to fulfill its obligations under this Agreement; (e) Shareholders Purchaser Shares will, upon Closing, be validly issued as fully paid and non-assessable shares in the capital stock of TTI; (f) no exemption, consent, approval, order or authorization of, or registration or filing...

Representations and Warranties of TTI. TTI represents and warrants to Influence that as of the date of this Agreement: a. TTI is duly organized and validly existing as a corporation under the laws of the State of Delaware. Titan has full corporate right, power, capacity and authority to execute and deliver this Agreement to Influence and to consummate the transactions contemplated hereby. b. This Agreement has been duly executed and delivered by TTI and is a valid and binding obligation of TTI, enforceable against TTI in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement moratorium or other similar laws relating to or affecting the rights of creditors generally. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by TTI have been duly authorized by all requisite corporate action, do not violate, conflict with, or constitute a default under, its Certificate of Incorporation, bylaws, or the terms and provisions of any material agreement, license, trust, indenture or other instrument or restriction to which TTI is a party or by which it is bound or any order, award, judgment or decree to which TTI is a party or by which it is bound. c. TTI is acquiring the shares of Influence common stock solely for its own account and with no intention of distributing or reselling the shares or any part thereof or interest therein, in any transaction which would be in violation of the securities laws of the United States of America or any state thereof without prejudice, however, to TTI's right at all times to sell or otherwise dispose of all or any part of the shares either under a registration statement or under an exemption from such registration available under the Securities Act of 1933 and subject, nevertheless, to the disposition of TTI's property being at all times within TTI's control.