Common use of Representations and Warrants of the Company Clause in Contracts

Representations and Warrants of the Company. The Company represents and warrants to the Investors as follows: a. The Company has been duly organized, and is validly existing and in good standing, under the laws of the State of Nevada, and has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. b. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid execution and delivery by the Investors, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The performance of the terms of this Agreement shall not conflict with, constitute a violation of, or require any notice or consent under, the articles of incorporation or bylaws of the Company or any agreement or instrument to which the Company is a party or by which the Company is bound, and shall not require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Company, except as may be required by federal and state securities laws.

Representations and Warrants of the Company. The Company represents and warrants to the Investors Pxxxxxxxxx as follows: a. The Company has been duly organized, organized and is validly existing and in good standing, under the laws of the State of NevadaNew York, and has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. b. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid execution and delivery by the InvestorsPxxxxxxxxx, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The performance of the terms of this Agreement shall does not conflict with, constitute a violation of, or require any notice or consent under, the articles certificate of incorporation or bylaws of the Company or any agreement or instrument to which the Company is a party or by which the Company is bound, and shall does not require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Company, except as may be required by federal and state securities laws.

Representations and Warrants of the Company. The Company represents and warrants to the Investors Xxxxxxxxx as follows: a. The Company has been duly organized, organized and is validly existing and in good standing, under the laws of the State of NevadaStateplaceNew York, and has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. b. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid execution and delivery by the InvestorsXxxxxxxxx, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The performance of the terms of this Agreement shall does not conflict with, constitute a violation of, or require any notice or consent under, the articles certificate of incorporation or bylaws of the Company or any agreement or instrument to which the Company is a party or by which the Company is bound, and shall does not require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Company, except as may be required by federal and state securities laws.

Representations and Warrants of the Company. The Company represents and warrants to the Investors Xxxxx as follows: a. The Company has been duly organized, and is validly existing and in good standing, under the laws of the State of NevadaDelaware, and has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. b. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid execution and delivery by the InvestorsXxxxx, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The performance of the terms of this Agreement shall not conflict with, constitute a violation of, or require any notice or consent under, the articles of incorporation or bylaws of the Company or any agreement or instrument to which the Company is a party or by which the Company is bound, and shall not require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Company, except as may be required by federal and state securities laws.

Representations and Warrants of the Company. The Company represents and warrants to the Investors Mxxxxxxxx as follows: a. The Company has been duly organized, organized and is validly existing and in good standing, under the laws of the State of NevadaNew York, and has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. b. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid execution and delivery by the InvestorsMxxxxxxxx, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The performance of the terms of this Agreement shall does not conflict with, constitute a violation of, or require any notice or consent under, the articles certificate of incorporation or bylaws of the Company or any agreement or instrument to which the Company is a party or by which the Company is bound, and shall does not require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Company, except as may be required by federal and state securities laws.