Representations, Warrants and Covenants. The Client represents, warrants and covenants to the Consultant as follows:
A. The Client has the full authority, right, power and legal capacity to enter into this Agreement and to consummate the transactions which are provided for herein. The execution of this Agreement by the Client and its delivery to the Consultant, and the consummation by it of the transactions which are contemplated herein have been duly approved and authorized by all necessary action by the Client's Board of Directors and no further authorization shall be necessary on the part of the Client for the performance and consummation by the Client of the transactions which are contemplated by this Agreement.
B. The business and operations of the Client have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all authorities which affect the Client or its properties, assets, businesses or prospects. The performance of this Agreement shall not result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any property of the Client or cause an acceleration under any arrangement, agreement or other instrument to which the Client is a party or by which any of its assets are bound. The Client has performed in all respects all of its obligations which are, as of the date of this Agreement, required to be performed by it pursuant to the terms of any such agreement, contract or commitment.
Representations, Warrants and Covenants. Clause 3.1 is hereby amended by deleting the words "in the case of the representation and warranty in (v) of the Clause 3.1 relating to the entering into of Transactions,".
Representations, Warrants and Covenants. The Company represents, warrants and covenants to the Consultant that Company has the full authority, right, power and legal capacity to enter into this Agreement and to consummate the transactions provided for herein.
Representations, Warrants and Covenants. The Client represents, warrants and covenants to the Consultants as follows: The Client has the full authority, right, power and legal capacity to enter into this Agreement and to consummate the transactions, which are provided for herein. The execution of this Agreement by the Client and its delivery to the Consultants, and the consummation by it of the transactions which are contemplated herein have been duly approved and authorized by all necessary action by the Client's Board of Directors and no further authorization shall be necessary on the part of the Client for the performance and consummation by the Client of the transactions which are contemplated by this Agreement. The business and operations of the Client have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all authorities that affect the Client or its properties, assets, businesses or prospects. The performance of this Agreement shall not result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any property of the Client or cause acceleration under any arrangement, agreement or other instrument to which the Client is a party or by which any of its assets are bound. The Client has performed in all respects all of its obligations which are, as of the date of this Agreement, required to be performed by it pursuant to the terms of any such agreement, contract or commitment.
Representations, Warrants and Covenants. Subscriber hereby represents warrants, covenants and agrees as follows:
(a) Subscriber is at least eighteen (18) years of age, legally competent, with an address as set forth in this Subscription Agreement.
(b) Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Subscriber by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Subscriber is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Subscriber at Subscriber’s sole discretion and judgment.
(c) Subscriber understands that his or her investment in the Shares is speculative and involves a high degree of risk, and is not recommended for any person who cannot afford a total loss of the investment. Subscriber is able to bear the economic risks of an investment in the Offering and at the present time can afford a complete loss of such investment.
(d) Subscriber is under no legal disability nor is Subscriber subject to any order, which would prevent or interfere with Subscriber’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Subscriber’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Subscriber has no plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.
(e) Subscriber has (i) adequate means of providing for his or her current financial needs and possible personal contingencies, and no present need for liquidity of the investment in the Shares, and (ii) a liquid net worth (that is, net worth exclusive of a primary residence, the furniture and furnishings thereof, and automobiles) which is sufficient to enable Subscriber to hold the Shares indefinitely.
(f) If the Subscriber is acting without a Purchaser Representative, Subscriber has such knowledge and experience in financial and business matters that Subscriber is fully capable of evaluating the risks and merits of an investment in the Offering.
(g) Subscriber has been furnished with and has thoroughly read and understood the Pro...
Representations, Warrants and Covenants. The Company hereby represents warrants, covenants and agrees as follows: · The Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct. · Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company. It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription. Buyer hereby authorizes and directs the Company to deliver the securities to be issued to such Buyer pursuant to this Subscription Agreement to Buyer’s address indicated below. Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada, without giving effect to principles of conflicts of law. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.
Representations, Warrants and Covenants. Clause 3.1 of this MNA is hereby amended by deleting the words “in the case of the representation and warranty in (v) of this Clause 3.1 of MNA relating to the entering into of Transactions,”.
Representations, Warrants and Covenants. Buyer hereby represents warrants, covenants and agrees as follows:
Representations, Warrants and Covenants. Company represents, warrants and covenants to Consultant as follows:
(a) Company has the full authority, right, power and legal capacity to enter into this Agreement and to consummate the transactions which are provided for herein. The execution of this Agreement by Company and its delivery to Consultant, and the consummation by it of the transactions which are contemplated herein have been duly approved and authorized by all necessary action by Company’s Board and no further authorization shall be necessary on the part of the Company for the performance and consummation by Company of the transactions which are contemplated by this Agreement.
(b) The business and operations of Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all authorities which affect Company or its properties, assets, businesses or prospects. Company further represents that it and its officers, employees and directors are not the subject of any investigation or enforcement, regulatory or court proceeding by any state or federal securities agency or stock exchange. The performance of this Agreement shall not result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any property of Company or cause an acceleration under any arrangement, agreement or other instrument to which Company is a party or by which any of its assets are bound. Company has performed in all respects all its obligations which are, as of the date of this Agreement, required to be performed by it pursuant to the terms of any such agreement, contract or commitment.
Representations, Warrants and Covenants. The Client represents, warrants and covenants to the Consultant as follows:
