THE SELLER REPRESENTATIONS AND WARRANTIES. The Seller hereby represent and warrant the following to Studio: The Seller have good and sufficient authority to enter into this Agreement on the terms and conditions set forth herein; Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict in any material respect with, or result in any material breach of, the terms, conditions, or provisions of or will constitute a material default under any instrument, agreement or contract to which any of the Seller is a party or by which any of the Seller is bound; No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby; The Seller is a Canadian Corporation under the provisions of the Income Tax Act (Canada); The Seller are not "U.S. Persons" as defined under Regulation S made under the 1933 Act; The Seller was outside the United States at the time of execution and delivery of this Agreement; No offers to sell the Studio Payment Shares were made by any person to the Seller while the Seller were in the United States; The Studio Payment Shares are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the Untied States; Hedging transactions involving the Studio Payment Shares may not be conducted unless in compliance with the 1933 Act; The Seller acknowledge that the Studio Payment Shares have not been and will not be registered under the 1933 Act and that the Studio Payment Shares are being issued to the Seller in reliance on exemptions from such registration and that the Studio Payment Shares may not be offered or sold in the United States or to U.S. Persons without registration under the 1933 Act or compliance with requirements of an exemption from registration; The Seller agree that all of the certificates representing the Studio Payment Shares shall have endorsed thereon a legend to the following effect : "THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. AS AMENDED (THE "1933 ACT) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED ONLY (i) TO THE COMPANY, (ii) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATIONS UNDER THE 1933 ACT, ...
THE SELLER REPRESENTATIONS AND WARRANTIES. 5.1 The Seller represents and warrants that:
THE SELLER REPRESENTATIONS AND WARRANTIES. The Seller hereby represents and warrants to the Purchaser as follows:
THE SELLER REPRESENTATIONS AND WARRANTIES. The Seller hereby represents and warrants to the Purchaser and Mastech India that:
