Common use of Representations and Warranties of the Client Clause in Contracts

Representations and Warranties of the Client. 12.1 The Client represents and warrants that its entry into and performance under this Agreement does not violate any outstanding obligation, contractual or otherwise, which the Client may owe to any third party, nor any order, writ, injunction, decree, judgment, statute, rule, law or ruling. 12.2 The Client represents and warrants to the Consultant that: (a) all information and documentation furnished by it to Consultant accurately will depict in all material respects the Client and its business and proposed business and will not, to the best of the Client's knowledge, contain material misstatements or omissions; and (b) Disclosure Materials which the Client approves as provided in s. 9.1 will accurately depict, in all material respects, the Client and its business and proposed business, and will not contain any material misstatements or omissions of material facts which make any statement set forth therein materially false or misleading. 12.3 The Client represents and warrants to the Consultant that: (a) the Warrant and the shares issuable thereunder (the "Shares") have been fully authorized; (b) the Client has taken all necessary action to authorize the issuance of the Warrant and the Shares; (c) when issued pursuant to the Warrant, the Shares will be validly issued and non-assessable and no personal liability will attach to the ownership of the Shares; (d) the Client has reserved all Shares issuable pursuant to the Warrant and will, at all times, reserve a sufficient number of Shares to perform all of its obligations under the Warrant.

Representations and Warranties of the Client. 12.1 The Client represents and warrants that its entry into and performance under this Agreement does not violate any outstanding obligation, contractual or otherwise, which the Client may owe to any third party, nor any order, writ, injunction, decree, judgment, statute, rule, law or ruling. 12.2 The Client represents and warrants to the Consultant that: : (a) all information and documentation furnished by it to Consultant accurately will depict in all material respects the Client and its business and proposed business and will not, to the best of the Client's knowledge, contain material misstatements or omissions; and and (b) Disclosure Materials which the Client approves as provided in s. s. 9.1 will accurately depict, in all material respects, the Client and its business and proposed business, and will not contain any material misstatements or omissions of material facts which make any statement set forth therein materially false or misleading. 12.3 The Client represents and warrants to the Consultant that: (a) the Warrant and the shares issuable thereunder (the "Shares") have been fully authorized; (b) the Client has taken all necessary action to authorize the issuance of the Warrant and the Shares; (c) when issued pursuant to the Warrant, the Shares will be validly issued and non-assessable and no personal liability will attach to the ownership of the Shares; (d) the Client has reserved all Shares issuable pursuant to the Warrant and will, at all times, reserve a sufficient number of Shares to perform all of its obligations under the Warrant.