Representations of Buyer. Buyer represents and warrants that:
Representations of Buyer. Buyer represents to Seller that:
Representations of Buyer. Buyer represents and warrants to Seller that as of the date of this Agreement and the Closing Date that:
(a) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction that governs it, and has the full entity power and authority to carry on its business as now conducted and to own its assets;
(b) this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by each other party hereto, is, and will be, a valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and by general principles of equity;
(c) it has full limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including to purchase, acquire and accept from Seller all right, title and interest in and to the Purchased Shares;
(d) the execution and delivery of this Agreement by it, the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby, will not:
(i) conflict with or violate its organizational documents;
(ii) require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the SEC under the Securities Act or the Exchange Act and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect to any of the foregoing which Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of Seller or any of its Affiliates or as a result of any other facts that specifically relate to Seller or any of its Affiliates;
(iii) require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Government...
Representations of Buyer. Buyer hereby represents and warrants to Sellers that:
Representations of Buyer. Buyer represents and warrants to Shareholder that all of the following representations and warranties set forth in this Agreement are true and correct at the time of the Closing.
Representations of Buyer. Buyer hereby represents and warrants to the Company as follows:
6.1 Buyer is aware that its investment in the Company involves a substantial degree of risk, including, but not limited to the following: (i) if the Company fails to meet the maintenance criteria for continued inclusion on the Nasdaq National Market System ("NMS"), including but not limited to, the requirement that the Company maintain minimum net tangible assets of at least $4,000,000 and the requirement that the minimum bid price of the Common Stock is at least $1.00, it may be delisted from the NMS; (ii) the Company has had substantial operating losses for the fiscal year ended December 31, 1997 and for the fiscal quarters ended March 31, 1998, June 30, 1998 and September 30, 1998 and expects to continue to incur losses in the future; (iii) the Company will need additional financing in the future to fund operating losses and for capital investment in its current and proposed business operations; (iv) the Company's development of its internet products is not currently generating sufficient revenue to cover development and operating expenses, and may not be profitable in the future; (v) management and the existing principal stockholders of the Company beneficially own a substantial amount of the outstanding voting stock of the Company and accordingly are in a position to substantially influence the election of all directors of the Company and the vote on matters requiring stockholder approval; and (vi) the Company's success will to a significant extent rely upon the continued services and abilities of Xxxxxxxx Xxxxxxxxx. Buyer acknowledges and is aware that there is no assurance as to the future performance of the Company.
6.2 Buyer is purchasing the Shares, and upon conversion of the Preferred Stock will purchase the underlying common stock ("Underlying Common Stock"), for its own account for investment and not with a view to or in connection with a distribution of the Shares or the Underlying Common Stock, nor with any present intention of selling or otherwise disposing of all or any part of the Shares or the Underlying Common Stock, except as contemplated in Section 8 below. Subject to Section 8 below, Buyer agrees that it must bear the economic risk of its investment because, among other reasons, the Shares and the Underlying Common Stock have not been registered under the Securities Act, or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or oth...
Representations of Buyer. The Buyer makes the following representations upon which the Seller and the Company are relying and which shall survive closing:
A. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Arizona. To the best of Buyer's knowledge and upon review of corporate records, none of Buyer's members are control persons or affiliates of the Company.
B. As set forth in Exhibit C, Buyer has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding instrument, enforceable in accordance with its terms.
C. The execution, delivery and performance of this Agreement is in compliance with and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Buyer is a party or by which Buyer is bound.
D. Buyer is purchasing the Purchased Shares solely for its account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of any portion thereof in violation of any applicable securities law.
E. Buyer is an "accredited investor" as defined under Rule 501 under the Securities Act, and has been provided all information, including publicly filed reports of the Company, the audited annual and/or interim quarterly financial statements of the Company, and all other information publicly filed by the Company.
F. Buyer hereby agrees that the Purchased Shares are restricted pursuant to Rule 144 and, absent any right to an exemption, the Purchased Shares are subject to Rule 144 public resale requirements.
Representations of Buyer. Knowing that Seller relies thereon, Buyer represents and warrants to the Seller as of the date of this Agreement, and covenants with Seller, as follows:
Representations of Buyer. As of each of the Effective Date and Closing Date, Buyer hereby represents and warrants to Seller as follows:
