WARRANTIES AND REPRESENTATIONS OF THE SELLER. The Seller warrants and represents to Buyer:
WARRANTIES AND REPRESENTATIONS OF THE SELLER. Each of the warranties, representations and disclosures of and made by the Seller in this Agreement (without regard to any notice of any change given by the Seller pursuant to the requirement of Section 4.4) shall be true and correct in all respects on and as of the Closing Date as though each of such warranties, representations and disclosures had been made at and as of the time of the Closing on the Closing Date.
WARRANTIES AND REPRESENTATIONS OF THE SELLER. The Seller warrants and represents to the Purchaser (which warranties and representations shall survive for the periods set forth in Section 13.02(a) hereof) as follows:
WARRANTIES AND REPRESENTATIONS OF THE SELLER. The Seller represents and warrants to the Company that:
(a) The Seller is a corporation duly organized and validly existing under the laws of the State of Iowa.
(b) The Seller has authorized the execution, delivery and performance of this Agreement, and each of the transactions contemplated hereby. No other action is necessary to authorize such execution, delivery and performance, and upon such execution and delivery, this Agreement shall constitute a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.
(c) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Seller is required for the execution, delivery or performance by the Seller of its obligations hereunder, including without limitation the sale of the Equity Securities.
(d) Neither the sale of the Equity Securities nor the performance of the Seller's obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the certificate of incorporation, bylaws or other organizational documents of the Seller, (ii) any decree, judgment, order, law, treaty, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Seller, as applicable, or any of its assets or properties or (iii) the terms of any material agreement to which the Seller is a party or to which any of the Seller's properties are subject.
(e) The Seller has good and marketable title to the Equity Securities. The Equity Securities are owned by the Seller free and clear of any Encumbrance and will be transferred to the Company free of any such Encumbrances.
(f) The sale of the Equity Securities by the Seller is not part of a plan or scheme to evade the registration requirements of the Securities Act. Neither the Seller nor any person acting on behalf of the Seller has offered or sold any of the Equity Securities by any form of general solicitation or general advertising.
WARRANTIES AND REPRESENTATIONS OF THE SELLER. 12.1 The Seller hereby warrants (garandeert) on the Completion Date (except where specifically referred to the Signing Date) to the Purchaser that:
WARRANTIES AND REPRESENTATIONS OF THE SELLER. 4.1 Warranties and Representations Regarding the Company
4.2 Warranties and Representations Regarding the Seller
WARRANTIES AND REPRESENTATIONS OF THE SELLER. 8 4.1. Warranties and Representations of the Seller with respect to the Seller................................8 4.1.1. Title to Common Stock.......................8 4.1.2. Due Authorization and Execution.............9 4.1.3. Organization................................9 4.1.4. Consents, Violations and Authorizations.....9 4.1.5.
WARRANTIES AND REPRESENTATIONS OF THE SELLER. 3.1 That, to the extent of their knowledge, all recitals and declarations made by them are correct and truthful.
3.2 That CINEMASTAR is currently in strict compliance of all obligations regarding environmental, sanitary, labor, social security, and tax issues
WARRANTIES AND REPRESENTATIONS OF THE SELLER. In order to induce the Purchasers to enter into this Agreement and to complete the transaction contemplated hereby, each of MGS and the Seller warrants and represents to the Purchasers that:
Shares. All of the Shares have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of any Applicable Law.
WARRANTIES AND REPRESENTATIONS OF THE SELLER. The SELLER hereby warrants and represents to the BUYER as follows:
