Representations and Warranties of Seller Contract Clauses (352)

Representations and Warranties of Seller. Seller represents and warrants to the Purchaser as of the date hereof as follows: (a) Corporate Authorization; Enforceability. The execution, delivery and performance by Seller of this Agreement are within the corporate powers and have been, duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except ...to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) Governmental Authorization. The execution, delivery and performance by Seller of this Agreement requires no consent, approval, Order, authorization or action by or in respect of, or filing with, any governmental authority. (c) Non-Contravention; Consents. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not (i) violate the articles of incorporation or bylaws of Seller or (ii) violate any applicable Law or Order. View More

Representations and Warranties of Seller. Bank hereby represents and warrants to Buyer as of the Removal Date: (a) Legal, Valid and Binding Obligation. This Designation constitutes its legal, valid and binding obligation, enforceable against Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited... by general principles of equity (whether considered in a suit at law or in equity); and (b) List of Removed Accounts. The list of Removed Accounts attached hereto is an accurate and complete listing in all material respects of all the Removed Accounts as of the Removal Cut-Off Date. View More

Representations and Warranties of Seller. Seller represents and warrants to and covenants with Seller as of the Effective Date the following: a. Seller 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. b. The execution, delivery or performance of this Agreement by Seller and the consummation of this Agreement will not conflict with or will not violate any law applicable to Seller or will not conflict with or result in... any 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 Seller is a party. c. No statement by Seller contained in this Agreement or in any document delivered by Seller 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. Seller acknowledges he has received all documents he has required to conduct his due diligence herein and no other document relevant to Seller's due diligence is pending. d. Seller 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. e. Seller is the sole beneficial and record owner of the 8,500,000 shares of common stock of the Company's outstanding and issued shares of common stock. There are no other persons or entities with legal or equitable title to the Seller's shares of common stock that are sold to Buyer in this Agreement. 3 5. Governing Law; Jurisdiction. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the State of California. View More

Representations and Warranties of Seller. Bank hereby represents and warrants to Buyer as of the date hereof that this Amendment constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (...whether considered in a suit at law or in equity). View More

Representations and Warranties of Seller. 4.3 There is no Action of any nature pending or, to Seller's knowledge, threatened against or by Seller (a) relating to or affecting the Interests; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 4.4 Seller is the sole legal, beneficial, record and equitable owner of the Interests, free and clear of any and all Liens whatsoever, but subject to the terms and conditions of the Company's Operating Agreement. 4.5 No broker, finde...r or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller. View More

Representations and Warranties of Seller. 4.2 The execution, delivery and performance by Seller 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 limited partnership, partnership agreement or other organizational documents of Seller or other organizational documents of Seller; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sell...er; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party; or (d) result in the creation or imposition of any Lien on the MOBQ Shares. 4.3 There is no Action of any nature pending or, to Seller's knowledge, threatened against or by Seller (a) relating to or affecting the Interests; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 4.4 Seller is the sole legal, beneficial, record and equitable owner of the MOBQ Shares, free and clear of any and all Liens whatsoever. 4.5 No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller. View More

Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows: (a) This Agreement and all documents required hereby to be executed by the Company are and shall be valid, legally binding obligations of and enforceable against the Company and the Buyers in accordance with their terms. (b) The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated herein, will not constitute a violation, breach, or default under any statute, ordinan...ce, court order, agreement, law, regulation or undertaking applicable to the Company. No third-party consents, authorizations or approvals are necessary in connection with the execution, delivery and performance of this Agreement by the Company. (c) No action, proceeding, investigation or claim is pending or, to the Company's knowledge, threatened against the Company in connection with the transactions contemplated by this Agreement. (d) Seller is the sole owner of the G+W Shares and there are no restrictions upon the transfer of any of the G+W Shares, other than contained in the Pledge Agreeement, may appear on the face of the certificate(s), and other than on account of federal and state securities laws. Except for the foregoing, Seller is the true and lawful beneficial owner of the Shares, free of any claims, liens, or encumbrances, and Seller has the right to transfer such G+W Shares except as may hereinabove be expressly provided. 1 (e) Gulf + Western Industries, Inc. currently holds the mineral interests listed on Schedule A attached hereto and will continue to hold such interests following the purchase and sale of the G+W Shares. View More

Representations and Warranties of Seller. Seller represents and warrants to Purchaser that: (a) the Regen Shares have not been assigned, sold, mortgaged, or pledged to any other person or entity, and Seller has all right, title, and interest in and to the Regen Shares free and clear of all liens, charges, mortgages or security interests; (b) no person or entity whatsoever has any claim, right, title, interest, or lien in, to, or on the Regen Shares; and (c) Seller has full authority to sell, assign, and transfer the Regen Shares.

Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer that: a. Seller has the requisite power and authority to own and operate his assets, properties and business and to carry on his business as now conducted. b. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been duly authorized and approved by the Seller, and, when executed by Seller, this Agreement will constitute a legal, valid and binding agreement of Seller. c. Seller has good and mar...ketable title to all of his assets and properties, including, without limitation, the Acquired Assets. d. That the Acquired Assets are of legal origin, taxed, unencumbered and not from any black market, smuggling or from drug or blood related means. 2 e. To Seller's knowledge, there is no suit, claim, action or proceeding now pending or threatened before any court, administrative or regulatory agency or any basis for such a claim which may result in any judgment, order, decree, liability or other determination which could have an adverse effect, financial or otherwise, upon Seller or any of the Acquired Assets. No such judgment, order or decree has been entered which has or could have such effect. f. No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets and, upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Seller used the same immediately prior to the transfer of the Acquired Assets. g. Neither this Agreement, nor any written statement or certificate furnished by Seller in connection with this Agreement or the Exhibits hereto, contains an untrue statement of a material fact or omits to state a fact that is necessary in order to make the statements contained herein and therein, in light of the circumstances under which they are made, not materially misleading. View More