Representations and Warranties of Buyer Contract Clauses (254)

Representations and Warranties of Buyer. The Buyer hereby makes the following representations and warranties to the Seller as of the date hereof and as of the Closing Date. 4.1. Organization and Good Standing. The Buyer is an entity duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. The... Buyer is in good standing as a foreign entity in each jurisdiction in which the 11 properties owned, leased or operated, or where the business is conducted by it requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect on its business, taken as a whole, or consummation of the transactions contemplated hereby. 4.2. Authority and Enforcement. The Buyer has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. The Buyer has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. 4.3. No Conflicts or Defaults. The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby do not and shall not (a) contravene its certificate of incorporation or bylaws, or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, Permit or license to which it is a party or by which it is bound, or any judgment, order or decree, or any law, rule or regulation to which it is subject, (ii) result in the creation of, or give any party the right to create, any Lien upon any assets or properties of the Buyer, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Buyer is a party, or (iv) result in a Material Adverse Effect. 4.4. Consideration Shares. The Consideration Shares and Warrant have been duly authorized, and the Consideration Shares upon issuance pursuant to the provisions hereof, will be validly issued, fully paid and non-assessable. 4.5. Actions Pending. There is no Action, suit, claim, investigation or proceeding pending or, to the knowledge of the Buyer, threatened against it which questions the validity of this Agreement or the transactions contemplated hereby or any action taken or to be taken pursuant hereto or thereto. There is no Action, suit, claim, investigation or proceeding pending or, to the knowledge of the Buyer, threatened against or involving the Buyer or any of its properties or assets. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or Governmental Entity against the Buyer or affecting its assets. 4.6. SEC Reports. The Buyer files annual, quarterly and current reports with the Commission, pursuant to Section 12(b) of the Exchange Act. The Buyer has filed all reports required to be filed by it under the Exchange Act since December 31, 2015 (the "SEC Reports"). The SEC Reports do not misrepresent a material fact, do not omit to state a material fact and do not omit any fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading. 12 4.7. Disclosure. The representations, warranties and acknowledgments of the Buyer set forth herein are true, complete and accurate in all material respects and do not omit any fact necessary to make such representations, warranties and acknowledgments not misleading. View More

Representations and Warranties of Buyer. Buyer represents and warrants to Sellers as of the date hereof and as of the Closing Date as follows: 5.1 Organization and Good Standing. Buyer is a corporation organized, validly existing, and in good standing under the laws of the state of Delaware, USA. 26 5.2 Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to exe...cute and deliver this Agreement and to perform its obligations under this Agreement. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject or bound. (c) No consent, permit, approval, Order or authorization of or by, registration, declaration or filing with, or notification to any Governmental Body is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and consummation by Buyer of the transactions contemplated hereby, except for such filings as may be required to be made to NASDAQ. 5.3 Certain Proceedings. There is no pending Proceeding that has been commenced against Buyer and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Buyer's Knowledge, no such Proceeding has been Threatened. 5.4 Brokers or Finders. Buyer and its officers and agents have incurred no obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement. 5.5 Stock Exchange Listing. The Buyer Shares, upon the issuance thereof to Sellers under this Agreement, will be duly authorized for listing on NASDAQ, subject to all necessary regulatory approvals. Buyer is not in default in any material respect of any of the listing or other requirements of NASDAQ. 5.6 SEC Filings. Buyer has filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2019, not necessarily on a timely basis. View More

Representations and Warranties of Buyer. As of the date hereof, and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date, Buyer represents and warrants to Seller and the Seller Entities the following: 4.1 Existence and Capacity. Buyer is a non-profit corporation, duly organized and validly existing in good standing under the laws of the State of North Carolina. Buyer has the requisite power and authority to enter into this Agreement, to perform its... obligations hereunder, and to conduct its business as now being conducted. Each Buyer Entity is a North Carolina limited liability company, duly organized and validly existing in good standing under the laws of the State of North Carolina. Each Buyer Entity has the requisite power and authority to conduct its business as now being conducted. 4.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc.The execution, delivery, and performance of this Agreement by Buyer and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, and the consummation by Buyer and each Buyer Entity of the transactions contemplated by this Agreement and the documents described herein, as applicable: (a) are within its corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action; 27 (b) except as provided in Sections 6.1 and 6.2, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which it may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which it may be subject. 4.3 Binding Agreement. This Agreement and all agreements to which Buyer or any of the Buyer Entities will become a party pursuant hereto are and will constitute the valid and legally binding obligations of Buyer and/or such Buyer Entities, respectively, and are and will be enforceable against it or them in accordance with the respective terms hereof and thereof. 4.4 Availability of Funds. Buyer has the ability to obtain funds in cash in amounts equal to the Purchase Price by means of credit facilities or otherwise and will at the Closing have immediately available funds which will be sufficient to enable Buyer to pay the Purchase Price. View More

Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller that all the following statements are true, accurate and correct: 4.1 Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, st...ate and local governmental or regulatory bodies necessary and required therefore. 4.2 Power and Authority; No Default. Buyer has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder. The signing, delivery and 3Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.Such portions are marked by [****]. performance by Buyer of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Buyer. This Agreement, when signed and delivered by Buyer, will be duly and validly executed and delivered and will be the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the laws relating to bankruptcy, insolvency and relief of debtors, and rules and laws governing specific performance, injunctions, relief and other equitable remedies. 4.3 Authorization for this Agreement. No authorization, approval, consent of, or filing with any governmental body, department, bureau, agency, public board, authority or other third party is required for the consummation by Buyer of the transactions contemplated by this Agreement. 4.4 Litigation. To the best of Buyer's knowledge, there is no litigation, suit, action, arbitration, inquiry, investigation or proceeding pending or, to the knowledge of Buyer, threatened, before any court, agency or other governmental body against Buyer (or any corporation or entity affiliated with Buyer) which seeks to enjoin or prohibit or otherwise prevent the transactions contemplated hereby. View More

Representations and Warranties of Buyer. Buyer represents and warrants to the Sellers as follows: 3.1 Authority, No Conflict. (a) This Agreement has been duly authorized, executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the full right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery of this Agreement, and the consummation of... the transactions contemplated hereby, have been approved by the Audit Committee and by the Independent Committee. (b) The execution and delivery of this Agreement, and the consummation and performance of the transactions contemplated hereby, by Buyer will not directly or indirectly (with or without notice or lapse of time), (i) conflict with or constitute a breach of, or default under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which Buyer is a party or by which Buyer may be bound, or to which any of the property or assets of Buyer is subject, or (ii) result in any violation by Buyer of the provisions of (A) the charter or by-laws or other organizational instrument of Buyer, or (B) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over Buyer or any of its properties. 3.2 Exemption from Liability Under Section 16(b). The terms of the transactions contemplated by this Agreement were approved prior to the execution and delivery of this Agreement in accordance with Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the purpose of exempting such transactions from Section 16(b) of the Exchange Act. - 3 - 3.3 No Material Nonpublic Information. As of the date of this Agreement, Buyer is not aware of any material nonpublic information about Buyer or its securities. 3.4 Independent Assessment. Buyer has made its own independent assessment of the risks involved in connection with the transactions contemplated by this Agreement. Buyer acknowledges that the only representations and warranties that Sellers have made in connection with the transactions contemplated by this Agreement, and the only statements or other information on which such Buyer has relied in connection with the transactions contemplated by this Agreement, are those representations and warranties expressly set forth in Section 4 of this Agreement. View More

Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as that there are no restrictions upon the transfer of the MAGE Shares, other than may appear on the face of the certificates and other than on account of federal and state securities laws. Except for the foregoing, Buyer is the true and lawful beneficial owner of the MAGE Shares, free of any claims, liens, or encumbrances, and Buyer has the right to transfer such MAGE Shares except as may hereinabove be expressly provided.

Representations and Warranties of Buyer. Buyer hereby represents and warrants as follows: (a) Buyer has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted. (b) This Agreement has been duly executed and delivered by Buyer and (assuming due execution and delivery by the other parties) this Agreement constitutes a legal, valid and bi...nding obligation of Buyer enforceable against Buyer in accordance with its terms. (c) The execution, delivery and performance by Buyer of this Agreement do not conflict with or violate or result in the breach of the organizational documents of Buyer or any material agreement, instrument, order, judgment, decree, law or governmental regulation to which Buyer is a party. (d) No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) There are no actions, suits, claims, investigations or other legal proceedings pending or threatened by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. (f) Buyer understands that nothing in this agreement or any other materials presented to Buyer in connection with the purchase and sale of the Seller Subordinated Notes constitutes legal, tax or investment advice and Buyer has consulted such legal, tax and investment advisors and made its own assessments as it, in its sole discretion, has deemed necessary or appropriate in connection with this purchase of the Seller Subordinated Notes. -4- (g) Buyer (i) is a sophisticated entity with such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of participation in the transactions contemplated herein, (ii) is capable of bearing the economic risks of the transactions contemplated herein, (iii) has, or has access to, such information as it deems appropriate under the circumstances concerning, among other things, the businesses, financial condition or prospects and litigation issues and outcomes of the Issuer to make an informed decision regarding the purchase of the Seller Subordinated Notes (including the Purchase Price therefor), and (iv) has independently and without reliance on any Seller (saving each Seller's representations in Section 2 above) or any other party, and based on such information as it deems appropriate, made its own analysis and decision to enter into this Agreement and to consummate the transactions contemplated hereby. View More

Representations and Warranties of Buyer. Buyer represents and warrants to and covenants with Seller as of the Effective Date the following: a. Buyer has the legal capacity to execute, deliver and perform this Agreement and any instruments or agreements required to be executed and delivered by him under this Agreement. 4 b. The execution, delivery or performance of this Agreement by Buyer and the consummation of this Agreement will not conflict with or will not violate any law applicable to Buyer or will not conflict with or result in a...ny breach of or constitute a default (and any event that would result in a default) or give to others any right of termination, acceleration, or cancellation of any agreement to which Buyer is a party. c. No statement by Buyer contained in this Agreement or in any document delivered by Buyer under this Agreement contains any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein not misleading or is necessary to provide the information required to be provided herein fully and fairly. Buyer acknowledges he has received all documents he has required to conduct his due diligence herein and no other document relevant to Buyer's due diligence is pending. d. Buyer understands and acknowledges that the Company's shares of common stock and their transfer under this Agreement have not been registered with the Securities Act of 1933 as amended or the California Corporate Securities Law by reason of specific exemptions therefrom. Buyer acknowledges there is no public market for the Company's shares of common stock; and, Buyer cannot transfer these shares of common stock unless this transfer is permitted as an exemption to the foregoing statutes. View More

Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows: Exhibit 10.2 -- Page 5 9.1 Corporate Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to own and operate its properties and assets and carryon its business as currently conducted. 9.2 Authorization. Buyer has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The execution and delivery of th...is Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate actions on the part of Buyer. This Agreement and the Patent Assignment have been duly executed and delivered by the Buyer, and constitute legal, valid and binding obligations of Buyer, enforceable in accordance with their terms. View More

Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: (a) Buyer is a limited liability company duly organized and in good standing under the laws of the State of Wisconsin. Buyer has complete power and authority to enter into this Agreement and all other agreements to be executed and delivered by Buyer pursuant to the 5 terms and provisions hereof, to perform its obligations hereunder and thereunder, and to consummate the transaction contemplated hereby. (b) This Agreement constitutes the l...egal, valid and binding obligation of Buyer enforceable in accordance with the terms hereof. Neither the execution of this Agreement nor the Closing and the consummation of the transaction contemplated hereby will constitute a violation or breach by Buyer of its organizational documents or any applicable laws. (c) The consent of any lender or other person or entity to which Buyer has an obligation is not required in connection with the execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated hereby. (d) No proceeding in bankruptcy has ever been instituted by or against Buyer, nor has Buyer ever made an assignment for the benefit of creditors. (e) That neither Buyer nor any affiliate of Buyer: (i) is a Blocked Party; (ii) is owned or controlled by, or is acting, directly or indirectly, for or on behalf of any Blocked Party; or (iii) has instigated, negotiated, facilitated, executed or otherwise engaged in this Agreement, directly or indirectly, on behalf of any Blocked Party. Buyer shall immediately notify Seller if any of the foregoing warranties and representations become untrue during the Term. For purposes of this Agreement, "Blocked Party" shall mean any party or nation that (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the U.S. Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 24, 2001) or other similar requirements contained in the rules and regulations of OFAC (the "Order") or in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation or orders are collectively called the "Orders") or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"); or (b) has been determined by competent authority to be subject to the prohibitions contained in the Orders. Buyer agrees that the truthfulness of each of the foregoing representations and warranties is a condition precedent to the performance by Seller of its obligations under this Agreement, and that all of the same are for Seller's sole benefit and reliance. Upon the breach of any of the representations and warranties set forth in this Section 9 by Buyer, Seller may terminate this Agreement whereupon the Deposit shall be disbursed to Seller and Seller shall be deemed to have waived all other rights and remedies that Seller may have by virtue of the breach of any such representation or warranty. This Section 9 shall survive the Closing for a period of six (6) months. View More