Warranties by Purchaser. The Purchaser warrants to the Vendor as follows:-
(A) the Purchaser has the requisite power and authority to enter into and perform this Agreement and any other agreement referred to herein to which it is or has agreed to become a party (the "PURCHASER DOCUMENTS");
(B) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser in accordance with their respective terms;
(C) the Purchaser has paid its debts as such debts become due and has not admitted in writing its inability to pay its debts generally;
(D) the Purchaser has not made a general assignment for the benefit of its creditors;
(E) no proceedings have been instituted by or against the Purchaser seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency, liquidation, dissolution or reorganization or relief of its debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or similar official for it or any substantial part of its property;
(F) the Purchaser has sufficient working capital to carry on its business in the ordinary and usual course for a period of 12 months from the date of this Agreement;
(G) the Purchaser has obtained all necessary shareholder and board approvals in respect of the entry into this Agreement and the Purchaser Documents; and
(H) the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and the Purchaser Documents will not:
(1) be or result in a breach of any provision of the memorandum or articles of association of the Purchaser;
(2) be or result in a breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement;
(3) be or result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; or
(4) save as provided herein require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both...
Warranties by Purchaser. The Purchaser warrants and represents to the Vendor that each of the Purchaser’s Warranties are true and accurate at the Agreement Date and will be so at Completion.
Warranties by Purchaser. Neither Purchaser shall make any guaranty, warranty or representation pertaining to the Products on behalf of a Manufacturer that is not expressly set forth in such Manufacturer’s order acknowledgement.
Warranties by Purchaser. The Purchaser shall indemnify, defend and hold harmless each of the Principal Vendors and keep each of the Principal Vendors indemnified against all and any expenses, costs, claims, demands, losses, damages and other liabilities whatsoever whether direct or consequential suffered or incurred by any Principal Vendor as a result of any of the following statements being untrue or misleading.
4.2.1 the statements contained in each of Clauses 4.2, 4.3, 4.4 and 4.5 respectively are at the date hereof true and not misleading and further that they will have been complied with in all respects, as if they have been entered into afresh at Completion and if, after the signing of this Agreement and before Completion, any matter arises which results or may result in such statements becoming untrue or misleading, the Purchaser shall immediately notify the Principal Vendors fully in writing prior to Completion;
4.2.2 the Purchaser is duly incorporated, validly existing and in good standing under the laws of New Jersey. Each of the Purchaser and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the failure to be so qualified or licensed would have a material adverse effect on the business, assets, financial commissions or results of operations of Purchaser and its subsidiaries, taken as a whole;
4.2.3 the Purchaser has power and authority to enter into this Agreement and the Ancillary Agreements;
4.2.4 the execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Purchaser and no further action is required on the part of Purchaser to authorize this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby;
4.2.5 the execution, delivery and performance of the terms of this Agreement and the Ancillary Agreements by the Purchaser do not infringe upon any provisions of:
(1) any law or regulation or any order or decree of any authority, agency or court binding on the Purchaser;
(2) the certificate of incorporation or bylaws of the Purchaser; or
(3) any loan stock, bond, debenture or other deed, mortgage, contract or other undertaking or instrument to which the Purchaser is party;
4.2.6 in acquiring the Shares, the Purchaser is acting as principal and not as agent or broker for any othe...
Warranties by Purchaser. The Purchaser represents to the Seller that:
(i) it has the requisite power and authority to enter into and perform this Agreement and perform its obligations under this Agreement. The Agreement has been duly executed by the Purchaser and constitutes valid and binding obligations of the Purchaser;
(ii) the Consideration Shares, when issued in accordance with the provisions of this Agreement, will be duly authorised and validly issued and fully paid and non assessable and, assuming the accuracy of the Warranties, will be issued in compliance with Federal Securities laws;
(iii) all of the reports filed by DMD in connection with its obligations under the Securities Exchange Act of 1934 as of their respective dates complied as to form in all material respects with requirements of that Act and the roles and regulations promulgated by the Securities and Exchange Commission thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements in light of the circumstances under which they were made, not misleading.
Warranties by Purchaser. 9 6.5 Undertaking by Purchaser.........................................10
Warranties by Purchaser. 12.1 The Purchaser warrants and represents (garandeert) to the Seller for itself and for each Acquiring Entity or other Acceding Purchaser that as at the date of this agreement and at Completion each and every of the following statements is true and accurate:
(a) the Purchaser and each Acquiring Entity or other Acceding Purchaser has the legal right and full power and authority to enter into and perform this agreement and all other documents entered into pursuant to this agreement.
(b) the Purchaser and each Acquiring Entity or other Acceding Purchaser has or will at Completion have the legal right and full power and authority to enter into and perform any Local Transfer Document to which it is a party and any other documents to be executed by it pursuant to or in connection with this agreement or any Local Transfer Document.
(c) the Purchaser and each Acquiring Entity or other Acceding Purchaser has taken all corporate action required by it to authorise it to enter into and to perform this agreement. The Purchaser or where appropriate an Acquiring Entity or other Acceding Purchaser, has (or will prior to Completion have) taken all corporate action required by it to authorise it to enter into and to perform any Local Transfer Document to which it is a party and any other documents to be executed by it pursuant to or in connection with this agreement or any Local Transfer Document.
(d) the execution and delivery of and the performance by the Purchaser or, where relevant, an Acquiring Entity or other Acceding Purchaser of its obligations under this agreement, any Local Transfer Document to which it is a party and any other documents to be executed by it pursuant to or in connection with this agreement or any Local Transfer Document will not:
(i) result in a breach of any provision of the constitutional documents of the Purchaser or, where relevant, an Acquiring Entity or other Acceding Purchaser; or
(ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which the Purchaser or, where relevant, an Acquiring Entity or other Acceding Purchaser is a party or by which the Purchaser or, where relevant, an Acquiring Entity or other Acceding Purchaser.
Warranties by Purchaser. 27.1. The Purchaser warrants that at the time of the Conveyancers making application to South African Revenue Service (“SARS”) for the issue of a transfer duty exemption receipt, the Purchaser will be in good standing with SARS such that SARS will not refuse to issue a transfer duty exemption receipt due to any outstanding tax liability owed to SARS by the Purchaser. I have read and understand the provisions of this clause 27.1 Initial: --------------- Initial: ………………..
Warranties by Purchaser. The Purchaser warrants and represents to the Vendor, as an inducement to the Vendor entering into this Agreement, that each of the following warranties is true and accurate as at the date of this agreement and will be so at Completion:
(a) it is validly existing under the laws of its place of registration or incorporation;
(b) it has the power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement;
(c) it has taken all necessary action to authorise its entry into and performance of this agreement and to carry out the transactions contemplated by this agreement, including obtaining all regulatory, shareholder and third party approvals;
(d) it has undertaken its own investigations into the state of the Properties and the compliance of the Business with Environmental Laws (as defined in paragraph 1 of Schedule 5), including by virtue of the commissioning of the Purchaser's Environmental Report; and
(e) its obligations under this agreement are valid and binding and enforceable against it in accordance with their terms.
Warranties by Purchaser. The Purchaser warrants to the Seller and shall certify to the Seller at the Closing that the individual signing on behalf of the Purchaser has full authority to enter into and perform this Agreement in accordance with its conditions, without breaching or defaulting on any obligation relevant to this Agreement.
