Each of X. Xxxxxxxxxx and Machairiotissa Holdings hereby represents and warrants that as of the date of this Agreement, Machairiotissa Holdings (a) owns at least 80% of the capital stock of each of the Managers and (b) holds at least 80% of the voting power of the outstanding capital stock of each of the Managers considered, in each case, for this purpose as a single class.
Each of X. Xxxxxxx and Blenheim hereby represents and warrants that as of the date of this Agreement, (a) Blenheim is the record holder of [ ] Common Shares, and after giving effect to the Company’s initial public offering and concurrent private placement, such shares represent [ ]% of the issued and outstanding share capital of the Company, or [ ]% if the underwriters’ option to purchase additional shares is exercised in full, and (b) X. Xxxxxxx owns at least 77.5% of the issued and outstanding share capital of Blenheim.
Each of X. Xxxx and X. Xxxx is an individual resident of Saguache County, Colorado. Seller has the full right and authority to enter into this Agreement and to transfer all of the Property to be conveyed by Seller pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein to be made by Seller. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller, enforceable in accordance with their respective terms. No other signatures or approvals are required to make this Agreement fully enforceable by the Purchaser with respect to the Seller or the Property. .
Each of X. X. Xxxxx and Xxxxxxxxx-Americas shall be responsible for their own employees or their leased employees while on the premises of the other and each are providing insurance in furtherance of such responsibility. Each Party shall be solely responsible for and shall indemnify, defend and hold harmless other Party from and against any and all claims, suits, damages, losses, specifically including loss of use of property, and all other liabilities whatsoever, including related expenses and attorneys' fees, for or on account of injuries to or death of any person, including but not limited to their own employees or their leased employees, and/or loss of or damage to any property, including but not limited to their own property, in any way sustained or alleged to have been sustained, directly or indirectly, by reason of or in connection with: the performance of work by such Party, its employees, leased employees, agents or subcontractors or their employees, including but not limited to the use of any equipment or material furnished by such Party, or the presence of such Party, its employees, leased employees, agents or subcontractors or their employees on the premises of such Party, whether such claims, suits, damages, losses and liabilities are based upon or result in whole or in part from the active or passive negligence of such Party, its employees or agents, or such Party's strict liability in tort, breach of warranty, breach of contract, duty to indemnify or any other basis or cause whatsoever whereby the other Party might be held liable; provided that the foregoing shall not be construed to be an agreement to indemnify a Party against liability for damages caused by or resulting from the sole negligence of such Party, its agents or employees, under circumstances whereby said agreement would be in violation of any applicable anti-indemnification statute or other applicable Law, it being the intent of the foregoing provisions to absolve and protect a Party from, and to indemnify a Party against, any and all liability and loss by reason of the premises except to the limited extent prohibited by applicable Law.
Each of X. X. Xxxxxxxxxx and X. Xxxxx hereby covenants and agrees with the Corporation:
(a) it will not sell or offer to sell, nor allow any Selling Firm acting on behalf of it in connection with the Offering to sell or offer to sell, any of the Offered Shares to any person resident in Canada; and
(b) it shall include a statement in a letter or other written notice provided to the purchaser of the Offered Shares sold by it that it is such purchaser’s understanding that the purchaser is not a resident of Canada nor is the purchaser holding such Offered Shares on behalf of or for the benefit of a person resident in Canada.
Each of X. Xxxx LLP and Deloitte & Touche LLP, whose reports on the consolidated financial statements of the Company and the Subsidiaries are included in the Registration Statement, the Preliminary Prospectuses, the Prospectus or any Permitted Free Writing Prospectus, if any, is an independent registered public accounting firm as required by the Act, the Exchange Act and the rules and regulations of the Public Company Accounting Oversight Board (the "PCAOB"); the Company has not engaged
Each of X. Xxxxx, Ciepiel, and any other person who has entered into an Employment Agreement shall have entered into their respective Employment Agreement Reaffirmation Certificates.
Each of X. Xxxxxxx and X. Xxxxxxx shall resign as executive officers and employees of Petals;
