Representations of Sellers and Acquiree Sample Clauses

Representations of Sellers and Acquiree. Sellers hereby represent and warrant, to the extent of the facts known to Sellers and Acquiree, that, effective as of the Closing Date, the representations listed below are true and correct. 3.1 Sellers are the sole owners of four million and two (4,000,002) of the common shares issued and outstanding Shares of Acquiree; such Acquiree Shares are free from claims, liens or other encumbrances; and Sellers have the unqualified right to transfer and dispose of such shares. 3.2 The Sale Shares constitute validly issued shares of Acquiree fully-paid and nonassessable. 3.3 Acquiree has previously furnished unaudited financial statements dated January 31, 1997 (see separate Disclosure Schedule). The financial statements present fairly the financial condition of Acquiree of the respective dates of said balance sheets and the results of operations for the respective periods indicated in said statements of income and retained earnings and, in the case of each such interim statement, is subject to year-end adjustments consistent with past practice. 3.4 To the best of Acquiree's knowledge, Acquiree has not been cited nor threatened with any citation for any violation of federal, state and local environmental protection laws or regulations. Further, to the best of Acquiree's knowledge, Acquiree has not violated any federal, state or local environmental protection laws or regulations. 3.5 To the best of Sellers' knowledge, there are no actions, suits, proceedings or investigations (whether or not purportedly on behalf of Acquiree) pending or threatened against or affecting Acquiree, at law, or in equity or admiralty, or before or by any federal, state, municipal or other governmental department, commission, board, bureau agency or instrumentality, domestic or foreign, which involve the likelihood of any adverse judgment of liability, not fully covered by insurance, in excess of $5,000.00 in any one case or $10,000.00 in the aggregate, or which may result in any material adverse change aside from the monetary adverse judgment or liability) in the business, operations, properties or assets or in the condition, financial or otherwise, of Acquiree, except in each as listed and described in the Disclosure Schedule annexed hereto. To the best of Sellers' knowledge, Acquiree is not in default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, dome...

Representations of Sellers and Acquiree. Acquiree and each Seller, as and for himself, hereby represent and warrant as to each Seller, to the extent of the facts known to him, that, effective this date and the Closing Date, the representations listed below are true and correct.