Representations and Warranties of Purchasers Contract Clauses (351)

Representations and Warranties of Purchasers. 3.2 The execution, delivery and performance by Purchaser of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of Purchaser; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser. 3.3. 3.4 There is no claim, action, suit, procee...ding or governmental investigation ("Action") pending or, to Purchaser's knowledge, threatened against or by Purchaser or any affiliate of Purchaser that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. View More

Representations and Warranties of Purchasers. Purchaser hereby represents and warrants to Seller that: (i) Purchaser has the power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding instrument, enforceable in accordance with its terms; (ii) The execution, delivery and performance of this Agreement is in compliance with and does not conflict with or... result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Purchaser is a party or by which Purchaser is bound; (iii) At no time was Purchaser presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising; and, (iv) Purchaser is purchasing the Shares solely for his own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of any portion thereof in violation of any applicable securities law. (v) The Purchaser is an "accredited investor" as defined under Rule 501 under the Securities Act. (vi) Purchaser hereby agrees that such shares are restricted pursuant to Rule 144 and therefore subject to Rule 144 resale requirements. View More

Representations and Warranties of Purchasers. Purchaser represents and warrants to Principal as follows: (a) Purchaser has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of Purchaser enforceable in accordance with its terms, except as (i) the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting the enforceability of creditor's rights generally and (ii) the availability of equitable remed...ies may be limited by equitable principles of general applicability. (b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by any Purchaser with any of the provisions hereof will: violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Purchaser under any of the terms, conditions or provisions of any material note, bond, indenture, mortgage, deed or trust, license, lease, agreement or other instrument or obligation to which he is a party or by which he or any of his properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults as do not have, in the aggregate, any material adverse effect; or violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its properties or assets, except for such violations which do not have, in the aggregate, any material adverse effect. 6 (c) Purchaser is acquiring the Principal Shares for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act. Purchaser agrees not to sell or otherwise transfer the Principal Shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available. Purchaser has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquiring the Principal Shares. (d) No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or the consent of any third party is required in connection with the execution and delivery by Purchaser of this Agreement and the consummation of the transactions contemplated hereby. View More

Representations and Warranties of Purchasers. Purchaser represents and warrants to Seller that: (a) Purchaser has had an opportunity to conduct due diligence regarding the value of the Regen Shares and the operations and financial condition of Regen BioPharma as deemed appropriate by Purchaser to satisfy himself of the condition of the Regen BioPharma and is relying upon his review and investigation thereof and not upon any representation or statement of the Seller or any other person, firm, or corporation; and (b) Purchaser has full author...ity to enter into this Agreement and acquire the Regen Shares. View More

Representations and Warranties of Purchasers. Purchaser hereby represents and warrants to Seller and the Company as of the date of this Amendment and as of the Closing Date as follows: (a) Purchaser has all requisite corporate power and authority to execute and deliver this Amendment and to consummate the transactions contemplated hereby (other than, in the case of the Acquisition, the receipt of the Purchaser Stockholder Approval). The execution and delivery by Purchaser of this Amendment and the consummation by Purchaser of the transactio...ns contemplated hereby have been duly authorized by all necessary corporate action on the part of Purchaser. No other corporate proceedings on the part of Purchaser are necessary to authorize this Amendment or to consummate the transactions contemplated hereby (other than, in the case of the Acquisition, the receipt of the Purchaser Stockholder Approval). This Amendment has been duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by each of the other parties hereto, this Amendment constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the Enforceability Exceptions. 2 (b) The execution, delivery and performance by Purchaser of this Amendment or the consummation by Purchaser of the transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or constitutive documents of Purchaser, (ii) contravene or conflict with or constitute a violation of any provision of any Law or any Order binding upon Purchaser, (iii) (A) require consent, approval or waiver under, (B) constitute a default under or breach of (with or without the giving of notice or the passage of time or both), (C) violate, (D) give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of Purchaser, in the case of each of clauses (A)-(D), under any provision of any Permit, Contract or other instrument or obligations binding upon Purchaser, or (iv) except for the Purchaser Stockholder Approval, require any consent, approval or waiver from any Person. View More

Representations and Warranties of Purchasers. Purchaser hereby represents and warrants to Seller that: (i)Purchaser has the power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding instrument, enforceable in accordance with its terms; (ii)The execution, delivery and performance of this Agreement is in compliance with and does not conflict with or r...esult in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Purchaser is a party or by which Purchaser is bound; (iii)At no time was Purchaser presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising; and, (iv) Purchaser is purchasing the Shares solely for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of any portion thereof in violation of any applicable securities law. (v) The Purchaser is an "accredited investor" as defined under Rule 501 under the Securities Act. (vi) Purchaser hereby understands that the foregoing shares purchased from Seller are restricted securities and not registered in the S-1 registration statement and being sold pursuant to available exemption under the Act. (vii) Purchaser acknowledges that the Company is a blank check company and that the Company has filed an S-1 registration statement, File No. 333-201697 whereas the Company is subject to the rules and conditions of 17 CFR 230.419. (viii) Purchaser acknowledges their understanding of 17 CFR 230.419. (ix) Purchase has received and reviewed the prospectus and registration statement of the Corporation. (x) The Purchaser acknowledges that Seller's restricted shares are not part of the Rule 419 S-1 offering statement and therefore are exempt from the terms and conditions of the foregoing Rule. (xi) The Purchaser acknowledges that the Corporation agrees to notify escrow agent when it has filed a post-effective amendment for acquisition agreement whereas, it has filed executed agreement(s) for the acquisitions of business(es) or assets that constitute the business (or a line of business) of the Corporation and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds including proceeds received or to be received upon the exercise or conversion of any securities offered, but excluding amounts payable to non- affiliates for underwriting commissions, underwriting expenses and dealer allowances. View More

Representations and Warranties of Purchasers. Purchaser hereby represents and warrants to Magellan that all of Purchaser's representations and warranties contained within Section 4 of the Tellurian Purchase Agreement are true and correct.

Representations and Warranties of Purchasers. 5.2Finder or Broker. 5.3.Accredited Investor. 5.4Investment Intent. 5.5.Transfer of Shares. 5.6.Purchaser's Corporate Existence. 5.7.Litigation. 5.8.Compliance with Laws and Court Orders. 5.9.No Undisclosed Material Liabilities.