Buyer’s Representations & Warranties. Buyer hereby represents and warrants to Seller as follows:
Buyer’s Representations & Warranties. 1. Xxxxx has the full power, authority and legal right to execute and deliver this Agreement and to consummate the transactions and perform its obligations as contemplated hereby. The execution and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and this Agreement has been duly and validly delivered by Buyer.
Buyer’s Representations & Warranties. I. This Agreement when executed and delivered by the party acquiring the Shareholder’s Shares (“Buyer”) will constitute a valid and legally binding obligation of the Buyer, enforceable in accordance with its terms. Buyer understands that the shares are characterized as restricted securities under the Securities Act of 1933 (the “Act”) and that the Shares are being acquired from the Shareholder (or if applicable the Shareholder’s estate) pursuant to an exemption from registration under the Act. Buyer also understands that no public market exists and it is unlikely that a public market will ever exist for the Shares which limits resale, without registration under the Act, to certain circumstances.
Buyer’s Representations & Warranties. As of the Execution Date and as of Closing, Buyer represents, warrants and covenants to Seller as follows:
