Representations and Warranties of SONO Sample Clauses

Representations and Warranties of SONO. Except as set forth in the Disclosure Schedule attached hereto provided by GALAXY VIEW INTERNATIONAL LTD and SONO (the "GALAXY VIEW INTERNATIONAL LTD AND SONO DISCLOSURE SCHEDULE"), the parts of which are numbered to correspond to the section numbers of this Agreement, each of GALAXY VIEW INTERNATIONAL LTD, SONO and the Shareholders represents and warrants jointly and severally to CHID as follows:
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Representations and Warranties of SONO. SONO represents and warrants to ▇▇▇▇▇▇▇ with the intent that ▇▇▇▇▇▇▇ will rely on these representations and warranties in entering into this Agreement and in concluding the purchase and sale contemplated by this Agreement, that on the date of this Agreement and on the Closing Date: (a) it is a corporation duly incorporated, organized and subsisting under the laws of the State of Nevada with the corporate power to own its assets and to carry on its business; (b) it has all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement; (c) the execution, delivery and performance of this Agreement by SONO, and the consummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the notice of articles, articles or other constating documents of SONO; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which SONO's business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound; (d) this Agreement has been duly authorized, executed and delivered by SONO and constitutes a valid and binding obligation of SONO enforceable against SONO in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; (e) on closing the Payment Shares: (i) will be issued to ▇▇▇▇▇▇▇ as fully paid and non-assessable shares of ▇▇▇▇▇▇▇ free and clear of all Encumbrances other than restrictions on transfer imposed by SONO's articles and resale restrictions imposed by applicable securities laws; and (ii) will be registered in the name of ▇▇▇▇▇▇▇ in the books and registers of SONO.
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Related to Representations and Warranties of SONO

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows: