Seller Representations and Covenants. The Seller hereby represents, warrants and covenants to the Purchaser that, as to itself as of the related Closing Date (or such other date as is specified below):
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing under such laws with its principal executive office located in the State of Ohio. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Colorado, and is in good standing under such laws. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
Seller Representations and Covenants. (a) Reporting Company Status. Seller is a "Reporting Issuer" as defined by Rule 902 of Regulation S. Seller has registered its Common Stock, $0.01 par value per share (the "Common Stock"), pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Common Stock is listed and trades on the American Stock Exchange ("AMEX"). Seller has filed all material required to be filed pursuant to all reporting obligations under either Section 13(a) or 15(d) of the Exchange Act for a period of at least twelve (12) months immediately preceding the offer or sale of the Securities (or for such shorter period that Seller has been required to file such material).
Seller Representations and Covenants. (a) (i) The representations and warranties of Seller set forth in Section 3.1 (Organization), Section 3.2 (Authorization), Section 3.4 (Title to Units) and Section 3.6 (No Brokers) shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement and at and as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is expressly made as of a specified date, which need be true and correct in all respects, except for de minimis inaccuracies, as of such specified date only), and (ii) the other representations and warranties of Seller contained in Article 3 shall be, in the aggregate, true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is expressly made as of a specified date, which need be true and correct in all material respects as of such specified date only); provided that, solely for purposes of this Section 8.1(a)(ii), all materiality qualifiers within such representations and warranties shall be disregarded.
Seller Representations and Covenants. A. Seller represents and warrants that (a) execution, delivery and performance by Seller of this Agreement have been authorized by all necessary action on behalf of Seller and (b) the execution, delivery and performance by Seller under this Agreement does not conflict or result in the breach of any applicable laws, any judgment or decree of any court, or any agreement to which Seller is a party.
Seller Representations and Covenants. Seller represents and covenants the following:
Seller Representations and Covenants. (a) Reporting Company Status. Seller is to be a "Reporting Issuer." Seller's Common Stock (the "Common Stock"), is currently traded on the OTC - Bulletin Board (symbol "FDNO") and is currently obligated to file interim financial reports with the Securities and Exchange Commission.
Seller Representations and Covenants. Seller hereby makes the following representations, warranties and covenants:
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Florida and is in good standing under such laws with its principal executive office located in the State of Florida. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
