REPRESENTATIONS AND WARRANTIES BY BUYER Sample Clauses

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer hereby represents and warrant as follows:

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants to Seller as follows:

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants to the Seller, as of the date hereof, as follows:

REPRESENTATIONS AND WARRANTIES BY BUYER. As of the date hereof and as of the date of the Closing, Buyer represents and warrants as follows:

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents, warrants and covenants to Sellers as follows:

REPRESENTATIONS AND WARRANTIES BY BUYER. The Buyer represents and warrants to Storm as follows: (a) The Buyer is experienced in evaluating and investing in companies such as Storm and has had the opportunity to discuss Storm's business, management and financial affairs with its Chief Executive Officer, Xx. Xxxxxx Xxxxxxxxxx. The Buyer further warrants that it has received or shall request at some future date prior to closing any and all information it requires prior to the closing. (b) The securities are being acquired for the account of the Buyer, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. To the extent a distribution or public offering occurs, it shall be conducted in accordance with the applicable federal securities laws. (c) The Buyer understands that Storm's shares have not been registered with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 12 of the Securities Act of 1934, as amended, nor has Storm registered any transactions pursuant to the Securities Act of 1933, as amended. The Buyer further represents that as part of its performance pursuant to the terms of this Agreement, the Buyer shall have the sole and complete responsibility and shall use its best efforts to arrange for filing the appropriate registration statement in connection with Storm to have Storm's shares registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. (such registration statement and other documents filed with the SEC are referred to herein as the "SEC Filings"). Said registration shall be completed and filed with the SEC prior to April 1, 2000. The Buyer and Storm acknowledge Storm will be delisted or be relegated to trading in the "pink sheets" upon the failure to timely and successfully complete the registration process. All parties hereto agree that failure to timely register Storm shall constitute a material breach of this Agreement. Any failure to timely and successfully complete the registration process due to delays beyond the control of the Buyer, such as a failure of the auditors to perform on a timely basis shall not constitute a material breach of this Agreement by the Buyer. (d) Notwithstanding that Storm has been publicly traded for more than two years, the Buyer understands that only limited and nominal trading has occurred in Storm's stock pursuant to its current listing on the Over the Counter Bulletin Board ("OTCBB"). (e) The Buy...

REPRESENTATIONS AND WARRANTIES BY BUYER. (a) Buyer represent and warrant that as of the date hereof:

REPRESENTATIONS AND WARRANTIES BY BUYER. (a) Buyer hereby represents and warrants: (i) that it is a corporation duly organized, existing and in good standing under the laws of the State of Delaware; (ii) that its authorized preferred stock consists of _________ preferred shares and its authorized common stock consists of __________ common shares; (iii) that the execution of this agreement by Buyer has been duly and effectively authorized by all requisite corporate action; (iv) that the shares of Buyer's common stock to be delivered to Seller, pursuant to this agreement, will, when so delivered, be validly issued and outstanding, fully paid and nonassessable; (v) that there has been no material change in the condition, financial or otherwise, of Buyer, as shown on its December 31, 1997 balance sheet heretofore submitted to Seller, except changes either in the regular course of business or changes not materially adverse; and (vi) that Newco will not on or prior to the closing have contracted any liabilities except those incident to its organization and qualification and the acquisition re ferred to in paragraphs (b) and (c) of Section 1. (b) Buyer further represents that Newco is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has corporate power to carry on the business of Seller as it is being conducted, and will be duly qualified to do business in and be in good standing in the States of ________________ ____________. The execution of documents, delivery, and performance by Newco, contemplated by this agreement, shall have been duly authorized and approved by all requisite action of Newco's Board of Directors, and all such documents shall have been executed and delivered by Newco and shall constitute the valid and binding obligation of Newco in accordance with their terms; and all other action and proceedings required by law or contemplated by this Agreement to be taken by Newco, at or prior to the closing, in connection with this agreement and the transactions provided for herein have been duly and validly taken. (Buyer undertakes to take all appropriate action available to it to meet the conditions of this paragraph (j) and its failure to do so shall be deemed a cause within its control within the meaning of Section

REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer makes the following representations and warranties, each of which shall be true and correct as of the Effective Date and the Closing Date:

REPRESENTATIONS AND WARRANTIES BY BUYER. As an inducement to Seller’s execution of the Agreement and its obligations to consummate the transactions provided herein, Buyer makes the following representations and warranties which shall be true and in effect as of the Closing Date.