REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS Clause Samples

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder represents and warrants to the Company as follows: (i) Each of the Shareholders has clear, good and marketable title to the SVM Shares held by him/ her, free and clear of any encumbrances, and there is no agreement or commitment which restricts the transactions contemplated under this Agreement or gives creates any encumbrances. Further, each Shareholder warrants that no claim has been made by any person to be entitled to any rights or interests over such SVM Shares. (ii) There are no outstanding Tax demands or pending Tax proceedings (including recovery proceedings) against such Shareholder that could reasonably be expected to adversely affect the Exchange or render such Exchange void. To the extent any Tax proceedings raise a demand, such Shareholder will promptly meet the necessary demand towards such Taxes. The respective Shareholder has the necessary financial resources to meet his/her outstanding Tax demands and Tax demands that may arise from Tax proceedings pending as of the Exchange Date. (iii) Each Shareholder is a tax resident of the country where such Shareholder claims to be a Tax resident as certified by a Chartered Accountant. (iv) The facts represented and information provided by the Shareholder to the Company and the respective chartered accountants for preparation of the Tax Documentation are true, correct and complete in all respects and are not misleading.

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each of the Shareholders represents and warrants to the Parent and the Merger Sub that the statements contained in this Section 2.1 are correct as to himself or herself as of the date of this Agreement and will be correct as to himself or herself as of the Preliminary Closing Date and the Final Closing Date (as though made then), except as set forth in the disclosure schedule delivered by the Shareholders to the Parent and the Merger Sub on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the "Shareholders Disclosure Schedule"). The Shareholders Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.1. References in Section 2.1 to a numbered schedule mean the section of the Shareholder Disclosure Schedule that corresponds with that number; for example, references to "Schedule 2.1(b)" mean section 2.1(b) of the Shareholder Disclosure Schedule. The Shareholder Disclosure Schedule constitutes an exception to each warranty or representation set forth herein, whether or not such warranty or representation specifically refers to the Shareholder Disclosure Schedule; accordingly each warranty or representation set forth herein is deemed to be preceded by the clause: "Except as set forth in the Shareholder Disclosure Schedule . . .".

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to the Company that as of the date hereof and again as of the Closing Date:

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder makes the following representations and warranties to the Company as of the Contribution Date:

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each -------------------------------------------------- Shareholder represents and warrants to the Company, all of which representation 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. Such Shareholder has, and will have at the Closing Date, good and marketable title to all of the shares of NOSP Stock held by such Shareholder, free and clear of any and all liens or encumbrances. b. Such Shareholder has the full power to exchange his shares of the capital stock of NOSP upon the terms provided for in this Agreement. c. Such Shareholder understands that (i) the Company is relying upon an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), as set forth in Section 4 thereof, which relate to "transactions by an issuer not involving any public offering," and applicable regulations promulgated by the Securities and Exchange Commission ("SEC") thereunder; and (ii) the Company is also relying upon the securities laws of any state on the basis that the Exchange is a transaction exempt from the registration requirements of such laws. d. That the Company has made available to such Shareholder and his representative, if any, the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Exchange and to obtain any additional information desired by the Shareholder concerning the Company. e. That the investment by such Shareholder in the L-Y Common Stock is a suitable investment for the Shareholder, given the investment goals and objectives of the Shareholder. f. Such Shareholder, either individually or together with his purchaser representative, if one has been retained, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the L-Y Common Stock. The Shareholder understands the effect of accepting the Exchange and the differing rights, restrictions and obligations of a holder of L-Y Common Stock. g. Such Shareholder is purchasing the L-Y Common Stock for his own account, for investment purposes only, and not with a view to the sale, pledge, hypothecation, or other distribution or disposition thereof or of any interest therein. h. Such Shareholder understands that resale or transfer of the L-Y Common Stock will be prohibited indefinitely unless either (i) the Company causes the L-Y Common Stock t...

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. The Shareholders hereby jointly and severally warrant to the Company: a. The Shareholders have full power and authority to exchange the Navis Securities which are held by them upon the terms and conditions provided for in this Agreement, and when delivered to the Company in accordance with the terms of this agreement, the Navis Securities will be free and clear of any lien or other encumbrance on the Closing Date specified herein. b. The Shareholders are acquiring the Common Stock of the Company solely for their own account, for investment, and not with a view to any subsequent "distribution" thereof within the meaning of that term as defined in the Securities Act of 1933, as amended (said Act and rules and regulations promulgated thereunder being hereinafter referred to as the "Securities Act"). The Shareholders understand that the Common Stock of the Company has not been registered under the Act or securities laws of any State ("State Act") by reason of the specific exemptions therefrom, which exemptions depend in part upon the Shareholders subjective investment intent as expressed herein. In furtherance of the foregoing, each Shareholder shall be required to execute and deliver to the Company an Investment Letter, in the form attached hereto as Exhibit "E," as a condition precedent to the issuance of a certificate for the Common Stock of the Company that will be issued to him. c. The Shareholders hereby jointly acknowledge that they: (1) are "Accredited Investors" as such term is defined in Regulation D promulgated under the Act; and (2) That they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the proposed exchange of Navis's and eNote `s securities, respectively, for Common Stock of the Company; and that they are able to bear the economic risks of the investment and are able to protect their own interests in an investment of this nature. The Shareholders further represent and warrant that all of the representations and warranties set forth above are true as of the date of this Agreement, shall be true at the Closing Date and shall survive the closing for a period of three (3) years from the Closing Date.

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. 4.1 The Shareholders have the complete and independent legal rights and power to execute, deliver and implement this Agreement, and can act as an independent party in litigation. To the best knowledge of the Shareholders, at the time of executing this Agreement, the Company has not involved into any bankruptcy proceeding and any litigation, arbitration or any other events or status that may materially affecting its ability to finish the transaction and to fulfill other obligations under this agreement. 4.2 The Shareholders and the Company shall be jointly and severally liable for the representations and warranties made by the Company under Article 3 of this Agreement.

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to the other Shareholder that: (a) It is a corporation duly organized and existing under, and by virtue of, the laws of its jurisdiction of incorporation and is in good standing under such laws. (b) It has now, and will have at any time, all requisite legal and corporate power to enter into this Agreement and to carry out and perform it obligations under the terms of this Agreement. (c) All corporate action on the part of such Shareholder, its officers, directors, and shareholders necessary for the performance of its obligations under this Agreement and the transactions contemplated hereby have been taken as of the date hereof. This Agreement is a valid and binding obligation of such Shareholder. (d) Such Shareholder understands that no public market now exists for any of the securities issued by the Joint Venture and that there is no assurance that a public market will ever exist for the Shares.

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder (including, without limitation, each Substituted Shareholder as a condition to becoming a Substituted Shareholder) represents, warrants and agrees that it has acquired and continues to hold its interest in the Company for its own account for investment purposes only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof in violation of applicable laws, and not with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances in violation of applicable laws. Each Shareholder further represents and warrants that it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds that it has invested in the Company in what it understands to be a highly speculative and illiquid investment.