Common use of REPRESENTATION AND WARRANTIES BY THE PURCHASER Clause in Contracts

REPRESENTATION AND WARRANTIES BY THE PURCHASER. The Purchaser represents, warrants and covenants to the Sellers, all of which representations and warranties shall be true at the time of the Closing Date and shall survive the Closing Date for a period of two (2) years therefrom, that: a. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power to own its properties and carry on its business as now being conducted. b. The Purchaser has all of the necessary corporate power and authority to execute, deliver and perform this Agreement and to issue and deliver the Purchaser Common Stock and any other shares of the Purchaser's common stock required to be delivered hereunder. c. The execution, delivery and performance of this Agreement have been duly authorized by the Purchaser. This Agreement constitutes a valid binding obligation of the Purchaser enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity. The execution, delivery and performance by the Purchaser of this Agreement, the consummation of the Exchange, the issuance and sale of the Purchaser Common Stock to the Sellers, and the consummation of the other transactions contemplated by this Agreement to be performed by the Purchaser do not and will not require the authorization, consent, permit or approval of, or declaration to or filing with, any court, regulatory or public body or governmental authority or other third party not already obtained or made, or result in the creation of any lien, security interest, charge or encumbrance upon the capital stock or assets of the Purchaser. d. The Purchaser has complied, in all material respects, with the terms and provisions of all agreements to which it is a party and all laws, rules, regulations and orders or to which it or its assets are subject. e. Neither the execution or delivery of this Agreement, nor the issuance of the Purchaser Common Stock or other shares to be issued hereunder, nor the performance, observance or compliance with the terms and provisions of this Agreement, will violate any provision of law, any order of any court or other governmental agency, the Articles of Incorporation or By-laws of the Purchaser or any indenture, agreement or other instrument to which the Purchaser is a party, or which the Purchaser is bound or by which any of its property is bound. f. The Purchaser Common Stock deliverable hereunder will, upon their delivery in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable. g. All of the issued and outstanding shares of common stock of the Purchaser are and the Purchaser Common Stock shall be when issued, (i) duly authorized, validly issued, fully paid and non-assessable.

Appears in 1 contract

Sources: Acquisition Agreement (China Resources Development Inc)

REPRESENTATION AND WARRANTIES BY THE PURCHASER. The Purchaser represents, warrants and covenants to the SellersCompany, all of which representations and warranties shall be true at the time of the Closing Date and shall survive the Closing Date for a period of two (2) years therefrom, that: a. The Purchaser (a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada Florida and has the corporate power to own its properties and carry on its business as now being conducted. Purchaser has I Billion Shares authorized of which 700 million are issued and outstanding. Purchaser has no preferred shares authorized, issued or outstanding. b. (b) The Purchaser has all of the necessary corporate power and authority to execute, deliver and perform this Agreement and to issue and and. deliver the Purchaser HISS Common Stock and any other shares of the Purchaser's common stock required to be delivered hereunder. c. (c) The execution, delivery and performance of this Agreement have been duly authorized by the PurchaserHISS. This Agreement constitutes a valid binding obligation of the Purchaser HISS enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity. The execution, delivery and performance by the Purchaser of this Agreement, Agreement to the consummation of the Exchange, the issuance and sale delivery of the Purchaser HISS's Common Stock to the SellersCompany, and the consummation of the other transactions contemplated by this Agreement to be performed by the Purchaser do not and will not require the authorization, consent, permit or approval of, or declaration to or filing with, any court, regulatory or public body or governmental authority or other third party not already obtained or made, or result in the creation of any lien, security interest, charge or encumbrance upon the capital stock or assets of the PurchaserHISS. d. (d) The Purchaser has complied, in all material respects, with the terms term and provisions of all agreements to which it is a party and all laws, rules, regulations and orders or to which it or its assets are subject. e. (e) Neither the execution or delivery of this Agreement, nor the issuance of the Purchaser HISS' Common Stock or other shares to be issued hereunder, nor the performance, observance or compliance with the terms and provisions of this Agreement, will violate any provision of law, any order of any court or other governmental agency, the Articles of Incorporation or By-laws of the Purchaser HISS or any indenture, agreement or other instrument to which the Purchaser HISS is a party, or which the Purchaser is bound or by which any of its property is bound. f. (f) The Purchaser Common Stock deliverable hereunder willand its subsidiaries. if any. will comply with applicable foreign, upon their delivery federal and state laws, rules and regulations in accordance all material respects, including, without limitation, the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange ct") and the Securities Act with respect to its acquisition of the shares of BBI Computer Solutions, Inc.. (g) The Purchaser has had access to and has thoroughly reviewed all documents and instruments, including but not limited to the Articles of Incorporation, By-Laws, Minutes and other documents associated with the terms hereofCompany, be duly authorizedand have been able to obtain such information, validly issuedand has had the opportunity to ask all questions of, fully paid and non-assessable. g. All of receive answers from t e Company which it deems necessary or relevant to an investment in e Company Stock and has utilized such opportunity to the issued and outstanding shares of common stock of extent deemed necessary by the Purchaser are and to allow it to make a fully informed decision to purchase the Purchaser Common Stock shall be when issued, (i) duly authorized, validly issued, fully paid and non-assessableCompany as described herein.

Appears in 1 contract

Sources: Share Acquisition Agreement (Homeland Integrated Security Systems, Inc.)

REPRESENTATION AND WARRANTIES BY THE PURCHASER. The Purchaser represents, warrants and covenants to the SellersSeller, all of which representations and warranties shall be true at the time of the Closing Date and shall survive the Closing Date for a period of two (2) years therefrom, that: a. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power to own its properties and carry on its business as now being conducted. b. The Purchaser has all of the necessary corporate power and authority to execute, deliver and perform this Agreement and to issue and deliver the Purchaser Common Stock and any other shares of the Purchaser's common stock required to be delivered hereunder. c. The execution, delivery and performance of this Agreement have been duly authorized by the Purchaser. This Agreement constitutes a valid binding obligation of the Purchaser enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity. The execution, delivery and performance by the Purchaser of this Agreement, the consummation of the Exchange, the issuance and sale of the Purchaser Common Stock to the SellersSeller, and the consummation of the other transactions contemplated by this Agreement to be performed by the Purchaser do not and will not require the authorization, consent, permit or approval of, or declaration to or filing with, any court, regulatory or public body or governmental authority or other third party not already obtained or made, or result in the creation of any lien, security interest, charge or encumbrance upon the capital stock or assets of the Purchaser. d. The Purchaser has complied, in all material respects, with the terms and provisions of all agreements to which it is a party and all laws, rules, regulations and orders or to which it or its assets are subject. e. Neither the execution or delivery of this Agreement, nor the issuance of the Purchaser Common Stock or other shares to be issued hereunder, nor the performance, observance or compliance with the terms and provisions of this Agreement, will violate any provision of law, any order of any court or other governmental agency, the Articles of Incorporation or By-laws of the Purchaser or any indenture, agreement or other instrument to which the Purchaser is a party, or which the Purchaser is bound or by which any of its property is bound. f. The Purchaser Common Stock deliverable hereunder will, upon their delivery in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable. g. All of the issued and outstanding shares of common stock of the Purchaser are and the Purchaser Common Stock shall be when issued, (i) duly authorized, validly issued, fully paid and non-assessable.

Appears in 1 contract

Sources: Acquisition Agreement (China Resources Development Inc)