The Representations and Warranties. The Company represents and warrants that each of the following statements shall be true and correct as of the Closing Date:
The Representations and Warranties. The Company represents and warrants to each Investor that each of the following statements is true and correct as of the date hereof:
The Representations and Warranties. As to yourself only, you represent and warrant to the Company and each other Person who is, or in the future becomes, a Member, that each of the following statements shall be true and correct as of the Closing Date:
The Representations and Warranties of the parties, contained in this Agreement , except as amended, altered or waived by the parties in writing, shall be true and correct in all material respects at Closing with the same force and effect as if such representations and warranties are made at and as of such time; and each corporate party hereto shall provide the other with a certificate, certified either individually or by an officer, dated the Closing Date, to the effect, that all conditions precedent have been met, and that all representations and warranties of such party are true and correct as of that date. The form and substance of each party's certification shall be in a form reasonably satisfactory to the other. In addition, it shall be a condition precedent of ADT's obligation to consummate the transactions contemplated herein that a certificate of good standing on HRMX shall have been delivered to it by the Secretary of State of Nevada.
The Representations and Warranties. The Company represents and warrants that:
The Representations and Warranties. You represent and warrant to the Company that each of the following statements is true and correct:
The Representations and Warranties. MADE BY SELLER IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE. SELLER HEREBY EXCLUDES AND DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, AGENTS, ADVISORS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION BY THE SELLER OR ANY OTHER PERSON IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Without limiting the generality of the foregoing, Seller makes no representation or warranty to Buyer with respect to (a) any projections, estimates or budgets delivered or made available to Buyer or its representatives before or after the date of this Agreement, or (b) except as expressly covered by a representation and warranty contained in this Article IV, any other information or documents (financial or otherwise) made available to Buyer or its representatives.
The Representations and Warranties. 6.1 Each of the parties warrants and represents that all the signatories have obtained all necessary consents, approvals and authorizations upon signing this Agreement (including but not limited to government approval, the authorization and resolutions of the Board of Directors and Shareholders). After the signing the Agreement, no party should declare the agreement is null and void for failure to secure the authorization to entering into the Agreement.
6.2 Each of the parties warrants and represents that signing and executing the Agreement shall not violate its duties and obligations to any of other contracts, agreements thereunder of which it is a party.
6.3 Once the Agreement comes into effect, no party shall declare the agreement null and void or refuse to perform the obligations under the Agreement for the reason that the execution of the Agreement is without authorization or performance of the Agreement violates other agreement or contracts to which it is a party.
The Representations and Warranties. The Parties hereby represent and warrant to each other the following: 8.1 Each Party is an entity duly incorporated, valid, subsisting and in good standing under the laws of the respective jurisdictions in which it is incorporated.
The Representations and Warranties. You represent and warrant to the Placement Agent, the Company and each other Person who is or who in the future becomes a investor, that:
