Representations, Warranties and Covenants of Seller. 2.1 As an inducement for Purchaser to enter into this Agreement, as of the date hereof and as of the Issue Date, Seller represents, warrants, and agrees as follows: 2.1.1 This Agreement has been or, as of the Closing Date, will have been duly executed and delivered by Seller and constitutes or, upon execution, will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by limitations on the availability of equitable remedies). 2.1.2 On the Issue Date, Seller will deliver the Securities free and clear of any liens, claims, security interest or other encumbrances created by or through Seller, and Seller has full power and right to issue the Securities pursuant to the terms hereof. On and at all times after the Issue Date, all of the Securities shall be duly authorized, validly issued, fully paid, and non-assessable.
Appears in 22 contracts
Samples: Subscription Agreement (Frontera Group Inc.), Subscription Agreement (Frontera Group Inc.), Subscription Agreement (Xalles Holdings Inc.)
Representations, Warranties and Covenants of Seller. 2.1 As an inducement for Purchaser to enter into this Agreement, as of the date hereof and as of the Issue Date, Seller represents, warrants, and agrees as follows:
2.1.1 This Agreement has been or, as of the Closing Date, will have been duly executed and delivered by Seller and constitutes or, upon execution, will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' β rights generally and by limitations on the availability of equitable remedies).
2.1.2 On the Issue Date, Seller will deliver the Securities free and clear of any liens, claims, security interest or other encumbrances created by or through Seller, and Seller has full power and right to issue the Securities pursuant to the terms hereof. On and at all times after the Issue Date, all of the Securities shall be duly authorized, validly issued, fully paid, and non-assessable.
Appears in 6 contracts
Samples: Subscription Agreement (On4 Communications Inc.), Subscription Agreement (Harrison Vickers & Waterman Inc), Subscription Agreement (Sanwire Corp)
Representations, Warranties and Covenants of Seller. 2.1 As an inducement for Purchaser Buyer to enter into this Agreement, as of the date hereof and as of the Issue Date, Seller represents, warrants, and agrees as follows:
2.1.1 This Agreement has been or, as of the Closing Date, will have been duly executed and delivered by Seller and constitutes or, upon execution, will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' β rights generally and by limitations on the availability of equitable remedies).
2.1.2 On the Issue Date, Seller will deliver the Securities Common Stock free and clear of any liens, claims, security interest or other encumbrances created by or through Seller, and Seller has full power and right to issue the Securities Common Stock pursuant to the terms hereof. On and at all times after the Issue Date, all of the Securities Common Stock shall be duly authorized, validly issued, fully paid, and non-assessablenonassessable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Forex Development Corp.), Stock Purchase Agreement (Forex Development Corp.)