WARRANTIES BY BUYER. Buyer warrants that all the "Representations by Buyer" contained in paragraph 14 of this Agreement are true and in the event that it is ever determined a representation is not true, Buyer will, take the necessary remedial action to make the situation consistent with Buyer's representation, and pay to Seller all lost profits, consequential damages and other expenses incurred while waiting for Buyer to complete said remedial action. In addition, Buyer shall indemnify Seller against all actual losses and damages sustained as a result of such breach of Buyer's warranty including all costs incurred to defend any claims, whether or not such claims are ultimately determined to have been valid. The terms of this paragraph shall survive closing and shall not merge with the documents executed and delivered at closing.
WARRANTIES BY BUYER. 15.1 The Buyer hereby warrants and represents to the Seller that the matter set forth below (“Buyer Warranties”) are true and accurate (a) as of the date of this Agreement and (b) as of the Closing Date:
WARRANTIES BY BUYER. Buyer warrants that Buyer has disclosed to Seller any information that may 170. materially and adversely affect Buyer's ability to close escrow or complete the obligations of this Contract.
WARRANTIES BY BUYER. Due Organization
Section 3.01. Buyer warrants to Seller that it, Buyer, is a corporation duly organized and existing under the General Corporation Law of the State of Maryland and that its power as a corporation has never been and is not now suspended. Authority to Buy
Section 3.02. Buyer further warrants to Seller that this contract has been approved by its Board of Directors and that Buyer has full power and authority to both execute and perform this contract.
Section 3.03. Buyer agrees that all warranties made by it in this contract shall survive the consummation of the sale.
WARRANTIES BY BUYER. Buyer represent and warrants to Seller as follows: a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, United States; b) All necessary and corporate actions have been taken to authorize the execution, delivery and performance of this Agreement by Buyer; and c) This Agreement when duly signed by Seller and Buyer will be a binding obligation of buyer enforceable in accordance with its terms.
WARRANTIES BY BUYER. The sale of Products, other than the bacterial fermented HA Product, made by Seller in accordance with the Current Product Specifications in the Territory and the proper use of such Products for their intended purpose within the Territory does not infringe, violate or breach any United States patent or patent in any foreign jurisdiction where Seller is manufacturing the Products (except patents as to which Buyer has a valid license, or covenant against suit from the patent owner) trade secret or proprietary information based upon the manufacture, use, sale or disposition of such Products, except that Buyer shall have no liability to Seller hereunder with respect to any patent, trade secret or other proprietary information claim based upon any claims of infringement of patents, trade secrets, or other proprietary information in which Seller has an interest or license.
WARRANTIES BY BUYER. Buyer warrants to Seller and shall certify to Seller at the closing as follows:
a. Buyer is a Michigan banking corporation in good standing in the State of Michigan.
b. Buyer has full authority to enter into and perform this Agreement in accordance with its conditions, without breaching or defaulting on any obligation of Buyer to any partners or third parties.
c. Except as disclosed in this Agreement, Buyer is not a party to any agreement or otherwise bound under any obligation with or in favor of any other party who has any interest in the Premises or the personal property or the right to purchase or lease the Premises or the personal property.
WARRANTIES BY BUYER. The Buyer warrants and represents that, to the best of its knowledge, the following:
a. Buyer has full power and authority to enter into this Agreement and to execute all documents anticipated hereby.
b. Buyer is not aware of any actions, suits or proceedings pending, threatened or outstanding against it, and there are no judgments, liens or attachments, executions or other proceedings pending or threatened, or outstanding against Buyer.
c. For a period of five (5) years from the Closing, Buyer shall conduct the business of the Seller in a fashion reasonably similar to the way it has been conducted to date, including, but not limited to providing support and maintenance for the franchises, and maintaining any additional agreements, territorial rights, trade names and logos.
WARRANTIES BY BUYER. The Buyer represents and warrants to and for the benefit of the Seller that: (a) it is a body corporate duly incorporated in its place of incorporation and validly existing; and (b) it has full power, authority and legal right to execute and deliver and perform its obligations under this Agreement. 5
WARRANTIES BY BUYER. Buyer hereby warrants as of the date hereof and the Closing date as follows:
(a) Buyer is a Nevada limited liability corporation organized and validly existing under the laws of the State of Nevada, possessing perpetual existence as a legal entity, having the capacity to sue and be sued in its own name, having full xxwer and legal right to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement.
(b) The execution, delivery, and performance by Buyer of this Agreement has been duly authorized by all necessary action on behalf of Buyer and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Buyer is a party.
(c) This Agreement constitutes the legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with its terms.
