Purchaser’s Warranties and Representations Sample Clauses

Purchaser’s Warranties and Representations. Purchaser warrants and represents that: (a) Purchaser has the full right, power, and authority to purchase the Property from Seller as provided in this Contract and to carry out Purchaser's obligations hereunder; (b) Purchaser is the type of entity set forth in the preamble to this Contract, duly organized and in good standing under the laws of the state of its organization and is qualified to do business in the State; (c) all requisite action necessary to authorize Purchaser to enter into this Contract and to carry out Purchaser's obligations has been obtained; (d) this Contract has been duly authorized, executed and delivered by Purchaser; and (e) the execution of this Contract and the Closing to occur hereunder do not and will not violate any contract, covenant or other Contract to which Purchaser may be a party or by which Purchaser may be bound. The provisions of this Section shall survive the Closing.

Purchaser’s Warranties and Representations. 8.1 The Purchaser represents and warrants to and covenants with, the Vendor, with intent that the Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated herein, that: (a) the Purchaser has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth; (b) the Purchaser is duly incorporated, validly existing and in good standing under the laws of Delaware, USA; (c) the Purchaser has the authority to issue that number of its common shares pursuant to section 2.2(b)(i) of this Agreement to the Vendor and that the common shares issuable to the Vendor will be subject to a minimum 12 month hold period and thereafter can be sold in accordance with Rule 144 issued under the Securities Act of 1933, as amended; (d) the Purchaser will deliver to the Vendor on the Closing Date, a legal opinion from its British Columbia solicitors or its U.S. solicitors that the common shares to be issued to the Vendor subject to a minimum hold period of 12 months and thereafter will be subject to the limitations, including but not limited to, the volume limitations set forth in subsection K of Rule 144 issued under the Securities Act of 1933 as amended and that the legend on the share certificate for said common shares will read as follows: "These shares have not been registered under th Securities Act of 1933, as amended, and may not be sold or transferred unless an effective registration statement with respect to such shares is in effect or pursuant to a then applicable exemption." (e) the Purchaser has the requisite U.S. regulatory approval to issue the common shares to the Vendor pursuant to section 2.2(b)(i); (f) the Purchaser shall continue to operate the business of the Company without any material changes whatsoever included but not limited to changes to the network system, the service providers, the web page, the pricing policies, the accounting systems and all other general administrative and operating standards of the Company until the 42nd day next following the Closing Date or such earlier time as is mutually agreed upon by the parties hereto; (g) the execution and delivery of this Agreement by the Pruchaser and the consummation of the transactions herein provided for has not and will not result in the breach or violation of any provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation under:...

Purchaser’s Warranties and Representations. To induce Company to enter into this Agreement, Purchaser (as to itself and not as to any other Purchaser) hereby warrants and represents as follows:

Purchaser’s Warranties and Representations. Purchaser warrants and represents the following: (a) Purchaser is a federally chartered savings association duly organized and validly existing. (b) Purchaser is duly authorized to enter into this Agreement and has complied with all laws, statutes, rules, regulations, charter provisions, articles and bylaws to which it may be subject. (c) The duties and obligations of Purchaser under this Agreement are the valid, binding, and enforceable duties and obligations of Purchaser and compliance with these duties and obligations will not conflict with, result in a breach of, or default under or be adversely affected by any agreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules, or regulations to which Purchaser is a party or by which its properties of assets are bound. All representations and warranties contained herein or otherwise made in writing pursuant hereto are now true and correct and shall be true and correct as of the Transfer Date with the same force and effect as though made at such time. All of said representations and warranties shall survive the consummation of the transaction contemplated hereby.

Purchaser’s Warranties and Representations. In addition to the representations and warranties contained elsewhere in this Agreement, Purchaser hereby makes the following representations and warranties to Sellers as of the Closing Date:

Purchaser’s Warranties and Representations. Purchaser hereby represents and warrants to Seller as follows:

Purchaser’s Warranties and Representations. The matters set forth in this Section 11.2 constitute representations, warranties and covenants by Purchaser which are now and shall, in all material respects, at the Closing be true and correct. As used in this Agreement, the phrase “to Purchaser’s knowledge” and other references to the knowledge or actual knowledge of Purchaser shall mean, and be limited to, the actual knowledge of either or both of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ which Purchaser hereby certifies are the individuals responsible for, and with the knowledge of the information gathered from, Purchaser’s due diligence review and are in the best position to confirm the truth and accuracy of Purchaser’s representations and warranties (and no others), without duty of inquiry whatsoever and without imposing any personal liability on the part of either such individual.

Purchaser’s Warranties and Representations. Purchaser does hereby warrant and represent to Seller as follows: (a) Purchaser has full right, power and authority to enter into this Contract and consummate the transactions contemplated hereby. The person executing this Contract on behalf of Purchaser has full right and authority on Purchaser's behalf to execute this Contract and to consummate the transactions contemplated hereby. (b) There are no legal actions, suits or other legal or administrative proceedings pending or, to Purchaser's best actual knowledge, threatened against Purchaser which are reasonably likely to have a material adverse effect on Purchaser's ability to consummate the transaction contemplated by this Contract.

Purchaser’s Warranties and Representations. Purchaser hereby represents and warrants to Seller as of the Effective Date and as of the date of each Closing, including the Initial Closing, as follows: