Individual Representations. The Parties acknowledge and agree that each Vendor makes these representations and warranties individually on behalf of such Vendor alone and not as to the truth and accuracy of the representations and warranties of other Vendors or the Vendors as an aggregate group and to the extent each Vendor's representations and warranties relate to OHG Shares, they only relate to those OHG Shares owned by such Vendor.

Individual Representations. Each Stockholder, severally and not jointly, hereby represents and warrants, with respect to itself, to the Company and the other Stockholder that: (a) it has full organizational power to execute this Agreement and to perform its obligations hereunder; (b) it is acquiring (or in the case of TeleHub Technologies Corporation, has acquired) the Common Stock in the Company for its own account as an investment and without an intent to distribute such interest; (c) the execution, delivery and performance of this Agreement by such Stockholder has been duly and validly authorized by all necessary action, this Agreement has been duly executed and delivered by such Stockholder and constitutes a legal, valid, and binding obligation of such Stockholder enforceable against such Stockholder in accordance with the terms hereof; (d) no consent, waiver, approval or authorization of, filing, registration or qualification with, or notice to, any Governmental Authority or any other Person is required to be made, obtained or given by the Stockholder in connection with the execution, delivery and performance of this Agreement, except for such consents, approvals or authorizations which have been made or obtained; (e) none of the execution, delivery or performance of this Agreement by the Stockholder does or will, with or without the giving of notice, lapse of time or both, violate, conflict with or constitute a default under any term or condition of any document, judgment, decree, order, statute, injunction, rule or regulation to which such Stockholder is a party or by which it is bound or applicable to its assets or properties or result in the creation of any lien or other encumbrance upon the Common Stock of the Stockholder or any assets or properties of the Company; and (f) there are no Proceedings pending, or, to the best of the Stockholder's knowledge, there are no Proceedings threatened, before any court, Governmental Authority or any arbitrator with respect to its entering into this Agreement or the formation, operations and activities of the Company contemplated hereby or its assets.

Individual Representations. If the Purchaser is an individual, he or she makes the following representations, and has marked “x” in the box before each of the applicable representations a. ¨ Purchaser is at least 18 years of age. b. ¨ Purchaser is not investing more than 10% of his or her liquid net worth (cash, cash equivalents and readily marketable securities) in the Common Units. c. ¨ Purchaser has a minimum annual gross income of $70,000 and a minimum net worth of $70,000 exclusive of automobile, home and home furnishings. d. ¨ Purchaser is an individual who has a minimum net worth of $250,000 exclusive of automobile, home and home furnishings. For an individual to qualify as purchaser of these Common Units, the individual must mxxx an “x” in box A and box B. The individuals must also mxxx an “x” in box C and/or box D.

Individual Representations. Individual acknowledges that the Company has received and in the future will receive confidential and/or proprietary knowledge, data, or information from Client, as defined in Section 8 of the Consulting Agreement to which this Exhibit is attached (“Confidential Client Information”) to which Individual will have access. Individual agrees to hold such Confidential Client Information in the strictest confidence and will not disclose to anyone (other than Company personnel, if any, who need to know such information in connection with their work for the Company) or use, except in connection with Individual’s work for the Company, such Confidential Client Information unless expressly authorized by an authorized officer of the Company in writing. Company acknowledges that Individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, in the event that Individual files a lawsuit for retaliation by Company and/or Client for reporting a suspected violation of law, Individual may disclose the trade secret to Individual’s attorneys and use the trade secret information in the court proceeding, if Individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Individual Representations. The parties acknowledge and agree that each of Anak, Xxxxx and Xxxxxx makes these representations and warranties individually on behalf of such entity alone and not as to the truth and accuracy of the representations and warranties of other members of the Mega Group or the Mega Group as an aggregate group.

Individual Representations. Buyer or Seller, each as indicated, represent and warrant the following to be materially true and correct as of the times indicated: (i) Subject to the conditions precedent provided for in Article 3, as of the Effective Date, Seller is fully authorized to sell and deliver the capacity and energy under this Agreement at the rates and terms contemplated by this Agreement. (ii) Subject to the conditions precedent provided for in Article 3, as of the Effective Date, Buyer is fully authorized to purchase and receive the capacity and energy under this Agreement at the rates and terms contemplated by this Agreement. (iii) As of the Effective Date and the Commencement Date, nothing in Seller’s contracts with other parties prevents Seller from fully performing its obligations under this Agreement. (iv) As of the Effective Date and the Commencement Date, nothing in Buyer’s contracts with other parties prevents Buyer from fully performing its obligations under this Agreement.

Related to Individual Representations

General Representations Borrower represents and warrants to Lender as of the Closing Date that, except to the extent (if any) disclosed on Schedule III with reference to a specific subsection of this Section 3.1:
Additional Representations Section 3 is hereby amended by adding the following additional subsections:
Mutual Representations Each party hereby represents and warrants to the other party as follows:
Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):
Financial Representations Included with the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets for Pubco dated as of November 30, 2006 and unaudited balance sheets for Pubco dated as of August 31, 2007 (the “Pubco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Pubco Financial Statements”). The Pubco Financial Statements: (a) are in accordance with the books and records of Pubco; (b) present fairly the financial condition of Pubco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Pubco has not received any advice or notification from its independent certified public accountants that Pubco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Pubco Financial Statements or the books and records of Pubco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Pubco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Pubco. Pubco has not engaged in any transaction, maintained any bank account, or used any funds of Pubco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Pubco.
Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:
Collateral Representations No Person other than the Credit Parties, owns or has other rights in the Collateral, and the Collateral is valid and genuine Collateral, free from any Lien of any kind, other than the Lien of Lender and Permitted Liens.
No Additional Representations (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).
Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.
General Representations and Warranties The Contractor represents, warrants and covenants that: (i) The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. (ii) There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. (iii) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. (iv) The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. (v) The Contractor has adequate resources to fulfill its obligations under this Contract. (vi) Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees.

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