Representations, Warranties of the Buyer Sample Clauses

Representations, Warranties of the Buyer. The Buyer represents and warrants to the Seller that (a) It has the full right, title, power, capacity and authority to enter into this Agreement and the authority to complete all obligations under this Agreement, subject only to obtaining the Regulatory Approvals and completion of the necessary financing to pay the cash portion of the purchase price for the Purchased Shares in conjunction with the Buyer’s Initial Public Offering. (b) On Closing it shall be a reporting issuer under applicable securities laws and policies and that the Founder’s Shares and the Verbiski Shares shall be exempt from escrow requirements and hold periods except as may be imposed by Applicable Laws. (c) The Buyer and the Initial Public Offering shall on Closing have those attributes as set out in the Prospectus and the Initial Public Offering shall have been completed as contemplated by and in the Prospectus. (d) On Closing the Buyer shall have in place Insurance for the benefit of its directors and senior officers. (e) There exist no options, agreements or rights held by any party to acquire securities or interests in the Buyer except as disclosed in the Prospectus. (f) The Buyer is a valid and subsisting corporation duly continued and in good standing under the laws of Canada. (g) To the best of its knowledge, the Buyer is not in default of any Federal or Provincial laws. (h) All of the material transactions of the Buyer have been promptly and properly recorded or filed in or with the books or records of the Buyer and the minute books of the Buyer contain all records of the meetings and proceedings of the Buyer’s directors and shareholders since its incorporation. (i) The Buyer holds all material licenses and permits that are required for carrying on its business in the manner in which such business has been carried on and each of the foregoing is in full force and effect. (j) The Buyer has the corporate power and capacity to own the assets owned by it and to carry on the businesses carried on by it and the Buyer is duly qualified to carry on business in all jurisdictions in which it carries on business. (k) There are no material liabilities of the Buyer, on a consolidated basis, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Prospectus and the Buyer’s financial statements provided to the Seller except those incurred in the ordinary course of business of the Buyer since the filing of the Prospectus. (l) Since the filing of...
Sample 1
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Representations, Warranties of the Buyer. The Buyer hereby makes the following representations and warranties to the Seller, each of which shall be true and correct also on the Closing Date.
Sample 1
Representations, Warranties of the Buyer. The Buyer represents and warrants to the Seller that (a) It has the full right, title, power, capacity and authority to enter into this Agreement and the authority to complete all obligations under this Agreement, subject only to obtaining the Regulatory Approvals and completion of the necessary financing to pay the cash portion of the purchase price for the Purchased Shares in conjunction with the Buyer’s Initial Public Offering.
Sample 1
Representations, Warranties of the Buyer. 5.1 Except as disclosed in the schedules attached hereto, as a material inducement to the Seller to execute and perform its obligations under this Agreement, the Buyer represents and warrants to the Seller, as of the date hereof, and as of the Closing Date, as follows:
Sample 1

Related to Representations, Warranties of the Buyer

  • REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER The Purchaser warrants and represents to, and covenants and agrees with, the Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • Representations, Warranties and Covenants of the Distributor A. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly authorized, executed and delivered by the Distributor and, when executed and delivered, will constitute a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (iv) it is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA. B. In connection with all matters relating to this Agreement, the Distributor will comply with the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations. C. The Distributor shall promptly notify the Client of the commencement of any litigation or proceedings against the Distributor or any of its managers, officers or directors in connection with the issue and sale of any of the Shares.

  • Representations, Warranties and Covenants of Buyer Buyer represents, and warrants to and covenants with Seller as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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