Fill and Sign the Anatomy of a Stock Purchase Agreement the Mampampampa Lawyer Blog Form

23.06[3] Additional Purchaser Representations and WarrantiesThe following additional representations and warranties may appear in a stock purchase agreement for the resale of securities. REPRESENTATIONS AND WARRANTIES OF PURCHASER Section 1.1 Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority, and governmental approvals would not have, individually or in the aggregate, a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby. Section 1.2 Authorization; Validity of Agreement. Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Purchaser, and no other corporate action on the part of Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement or the consummation of the transactions contemplated hereby. No vote of, or consent by, the holders of any class or series of stock or voting debt issued by Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser, and, assuming due and valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (2) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. Section 1.3 Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by Purchaser, the consummation by Purchaser of the transactions contemplated hereby or compliance by Purchaser with any of the provisions hereof will (1) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Purchaser, (2) require any filing with, or permit, authorization, consent or approval of, any governmental entity, (3) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Purchaser or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, or (4) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser, any of its subsidiaries or any of their properties or assets, excluding from the foregoing clauses (2), (3) and (4) such requirements, violations, breaches or defaults that would not, individually or in the aggregate, have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby or which arise from the regulatory status of the Company or any of its subsidiaries. Section 1.4 Sufficient Funds. Purchaser has available, or has made arrangements to obtain (through existing credit arrangements or otherwise), sufficient funds to acquire all of the Shares to be purchased pursuant hereto and to pay all fees and expenses related to the transactions contemplated hereby. Section 1.5 Brokers or Finders. Neither Purchaser nor any of its subsidiaries or affiliates has entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or person to any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated hereby, except [Name], whose fees and expenses will be paid by Purchaser in accordance with Purchaser's agreement with such firm.