Common use of Representations and Warrants Clause in Contracts

Representations and Warrants. Issuer makes the following representations and warranties to Escrow Agent and Depository: a. Issuer is a corporation duly formed and validly subsisting under the laws of Colorado, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder. b. This Escrow Agreement has been duly approved by all necessary corporate action of Issuer, including any necessary shareholder approval, has been executed by duly authorized officers of Issuer, and constitutes a valid and binding agreement of Issuer, enforceable in accordance with its terms. c. The execution, delivery, and performance by Issuer of this Escrow Agreement will not violate, conflict with, or cause a default under the articles of incorporation of By Laws of Issuer, any applicable law or regulation, any court order or administrative ruling or decree to which Issuer is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement to which Issuer is a party or any of its property is subject. d. No party other than the parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof. e. Issuer hereby acknowledges that the status of Escrow Agents is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that the Escrow Agent has investigated the desirability of advisability or investment in the Shares or has approved, endorsed or passed upon the merits of the investment herein and that the name of the Escrow Agent has not and shall not be used in any manner in connection with the offer or sale of the Shares other than to state that the Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth herein. f. All of the representations and warranties of Issuer contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposits to or disbursement from the Escrow Funds.

Representations and Warrants. a. Issuer makes the following representations and warranties to Escrow Agent and Depository:Agent. a. (1) Issuer is a corporation duly formed and validly subsisting under the laws of ColoradoDelaware, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder. b. (2) This Escrow Agreement has been duly approved by all necessary corporate action of Issuer, including any necessary shareholder approval, has been executed by duly authorized officers of Issuer, and constitutes a valid and binding agreement of Issuer, enforceable in accordance with its terms. c. (3) The execution, delivery, and performance by Issuer of this Escrow Agreement will not violate, conflict with, or cause a default under the articles Certificate of incorporation of By Laws Incorporation and Bylaws of Issuer, any applicable law or regulation, any court order or administrative ruling or decree to which Issuer is a party or any of its property is subject, or any agreement, contract, indenture, indenture or other binding arrangement to which Issuer is a party or any of its property is subject. d. (4) No party other than the parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof. e. (5) Issuer hereby acknowledges that the status of the Escrow Agents Agent is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that the Escrow Agent has investigated the desirability of advisability or investment in the Shares or has approved, endorsed or passed upon the merits of the investment herein and that the name of the Escrow Agent has not and shall not be used in any manner in connection with the offer or sale of the Shares other than to state that the Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth herein. f. (6) All of the representations and warranties of Issuer contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposits to or disbursement from the Escrow Funds.

Representations and Warrants. a. Issuer makes the following representations and warranties to Escrow Agent and Depository:Agent. a. (1) Issuer is a corporation duly formed and validly subsisting under the laws of ColoradoDelaware, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder. b. (2) This Escrow Agreement has been duly approved by all necessary corporate action of Issuer, including any necessary shareholder approval, has been executed by duly authorized officers of Issuer, and constitutes a valid and binding agreement of Issuer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other laws affecting creditors' rights generally, or equitable principles affecting the enforceability or remedies (regardless of whether the enforceability is considered in a proceeding at law or in equity). c. (3) The execution, delivery, and performance by Issuer of this Escrow Agreement will not violate, conflict with, or cause a default under the articles of incorporation of By Laws Certificate Of Incorporation and Bylaws of Issuer, any applicable law or regulation, any court order or administrative ruling or decree to which Issuer is a party or any of its property is subject, or any agreement, contract, indenture, indenture or other binding arrangement to which Issuer is a party or any of its property is subject. d. (4) No party other than the parties Parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof. e. (5) Issuer hereby acknowledges that the status of the Escrow Agents Agent is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that the Escrow Agent has investigated the desirability of advisability or investment in the Shares or has approved, endorsed or passed upon the merits of the investment herein and that the name of the Escrow Agent has not and shall not be used in any manner in connection with the offer or sale of the Shares other than to state that the Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth herein. f. (6) All of the representations and warranties of Issuer contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposits to or disbursement from the Escrow Funds.

Representations and Warrants. Issuer makes Seller represents and warrants to Buyer as follows: (a) Seller has the financial ability to bear the economic risk of its investment in the Securities, has adequate means of providing for its current needs and contingencies, and has no need for immediate liquidity in its investment in the Securities. Further, alone or with representatives or advisors, if any, Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transaction contemplated by this Agreement. (b) Seller has had the opportunity to ask various officers of Buyer regarding its assets, business and prospects, and has received satisfactory answers to all such questions, if any. No representative of Buyer has made any representation regarding the current or future value of the Securities, and Seller has not relied on any such representation in deciding to undertake the transaction contemplated by this Agreement. In making the decision to invest in Buyer, Seller has relied solely upon independent investigation, if any, made by him or on his behalf. (c) The Securities will be acquired by Seller in good faith for investment purposes only, and are not being acquired with a view to, or for, a "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). (d) Seller understands agrees and covenants with Buyer that the Restricted Securities have not been registered under the Securities Act, and agrees that none of the Restricted Securities may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance the Securities Act. Seller will not, directly or indirectly, voluntarily offer, sell, transfer, pledge, hypothecate or otherwise dispose of (or solicit any offers to purchase or otherwise acquire or take a pledge of) any of the Restricted Securities unless (i) registered pursuant to the provisions of the Securities Act, or (ii) an exemption from registration is available under the Securities Act. Seller has been advised that Buyer does not have an obligation, and does not intend, to cause the Restricted Securities to be registered under the Act, or to take any action necessary for Seller to comply with any exemption under the Securities Act that would permit the Restricted Securities to be sold by Seller. Seller further understands that the Restricted Securities will bear substantially the following representations and warranties to Escrow Agent and Depository:restrictive legend: THE SHARES OF STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") NOR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATIONS FOR PUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH SECURITIES OR ANY INTEREST THEREIN MAY NOT BE ACCOMPLISHED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN OPINION OF COUNCIL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION RE NOT REQUIRED. a. Issuer (e) Seller is a corporation duly formed organized, validly existing and validly subsisting in good standing under the laws of ColoradoBelize. Seller has all requisite power and authority (corporate and, when applicable, government) to own, operate, and carry on its business as now being conducted. (f) Seller is the sole owner of the 40,027,951 shares of SVE with full right to sell or dispose of the shares as Seller my choose. SVE is the owner of certain oil and gas reserves with a valuation of $40,027,951 as verified by certified petroleum geologist Joseph V. Rochxxxxx, xxxxxxxx xxxeto as Exhibit "A". Seller neither makes nor gives any warranty or guaranty, express or implied, regarding the appraisal attached hereto as Exhibit A. Purchaser hereby discharges and indemnifies Seller against all debts, liabilities, losses or obligations made or incurred in connection with the appraisal attached hereto as Exhibit A. (g) Upon Purchasers demand, Seller undertakes to within 30 days thereof, arrange for audit financials of SVE, including the assets described herein, as of the date of Close of this transaction pursuant to US GAAP and the requirements from the Securities and Exchange Commission for publicly listed companies. Costs for such audit at an expected amount of $2,800, will be at the sole expense by Purchaser. (h) Seller represents and warrants that the assets described in Exhibit A are the sole assets of SVE, and when sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be fully paid and non-assessable. Seller further represents and warrants to Buyer that SVE never has had, currently not has and as of the day of Close not will have any other assets or any liability whatsoever. (i) Seller or SVE is not in default or in violation of any law, regulation, court order, or order of any federal, state, municipal, foreign, or other government department, board, bureau, agency, or instrumentality, wherever located, that would materially adversely affect this agreement or future prospects. (j) There are no pending, outstanding, or threatened claims; legal, administrative, or other proceedings; or suits, investigations, inquiries, complaints, notices of violation, judgments, injunctions, orders, directives, or restrictions against or involving Seller or SVE regarding the interests that are the subject of this Agreement, or any of Seller's or SVE's officers, directors, employees, or stockholders that will materially adversely affect Seller, SVE or this agreement. (k) Seller has full power and authority to execute execute, deliver, and/or consummate this Agreement. All reports and deliver returns required to be filed with any government and regulatory agency with respect to this Escrow Agreement and transaction have been or will be property filed. Except as otherwise disclosed in this Agreement, no notice to perform its obligations hereunderor approval by any other person, form or entity, including governmental authorities is required of Seller or SVE to consummate the transaction contemplated by this Agreement. b. This Escrow (l) No representation or covenant made to Purchaser in this Agreement has been duly approved by all necessary corporate action of Issuernor any document, including any necessary shareholder approvalcertificate, has been executed by duly authorized officers of Issuer, and constitutes a valid and binding agreement of Issuer, enforceable in accordance with its terms. c. The execution, delivery, and performance by Issuer of this Escrow Agreement will not violate, conflict with, or cause a default under the articles of incorporation of By Laws of Issuer, any applicable law or regulation, any court order or administrative ruling or decree to which Issuer is a party or any of its property is subject, or any agreement, contract, indentureexhibit, or other binding arrangement information given or delivered to which Issuer is Purchaser pursuant to this Agreement contains or will contain any untrue statement of a party material fact or any of its property is subject. d. No party other than omits or will omit a material fact necessary to make the parties hereto and statements contained in this Agreement or the prospective Subscribers havematters disclosed in the related documents, certificates, information, or shall haveexhibits not misleading, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof. e. Issuer hereby acknowledges that the status of Escrow Agents is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that the Escrow Agent has investigated the desirability of advisability or investment in the Shares or has approved, endorsed or passed upon the merits of the investment herein and that the name of the Escrow Agent has not and shall not be used in any manner in connection with the offer or sale of the Shares other than to state that the Escrow Agent has agreed to serve except as escrow agent for the limited purposes set forth otherwise stated herein. f. All (m) Seller affirms that all of the representations and warranties of Issuer Seller contained herein herein, and all information furnished by Seller to Buyer, are true true, correct and complete as compete in all respects. (n) Seller will not sell, pledge, lease mortgage, encumber, dispose of, or agree to do any of these acts regarding any of the date hereof and will be true and complete at the time of any deposits to or disbursement from the Escrow Fundsassets listed in this agreement.