WARRANTIES BY BUYER Sample Clauses
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. 12.1 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. 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 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. 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. 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.
WARRANTIES BY BUYER. Buyer warrants that Buyer has disclosed to Seller any information that may 170. materially and adversely affect Xxxxx's ability to close escrow or complete the obligations of this Contract.
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. Buyer agrees that the terms and conditions described in this Agreement are reasonable and fair, and Buyer hereby covenants and warrants that Buyer will not violate the terms and conditions of this Agreement. Buyer shall hold Company, Carlton and Xxxxx harmless from any and all liability to any third party for breach of any warranty or representation herein by Buyer. Buyer agrees that Buyer shall be solely responsible for any additional elements that Buyer adds to the Buyer’s Album including any infringement of any third party rights.
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