Representation and Warranties of Seller. Seller hereby represents and warrants to Motorola that: (a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller; (c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party; (d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity; (e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and (f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorola.
Appears in 2 contracts
Samples: Lockup Agreement (Motorola Inc), Lockup Agreement (Motorola Inc)
Representation and Warranties of Seller. Seller hereby warrants and represents and warrants to Motorola thatBuyer:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and that Seller has all requisite full power and authority to enter into this Agreement, to carry out its obligations hereunder execute and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of deliver this Agreement and to perform the consummation of the transactions contemplated hereby have been duly authorized by Seller;obligations hereunder; and
(cb) Neither the execution and delivery of that this Agreement by Seller nor consummation of as delivered at the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporationClosing, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has signatory, will be duly authorized, executed and delivered this Agreement. This Agreement constitutes by, and a valid and binding obligation agreement of, Seller who is a signatory thereto, enforceable in accordance with their respective terms, and no further action, approvals or consents are necessary on the part of Seller, nor is it necessary for Seller to obtain any actions, approvals or consents from any third persons, governmental or other to make this Agreement valid and binding upon and enforceable against Seller in accordance with its their respective terms, subject or to bankruptcy, insolvencyenable Seller to perform this Agreement and the transactions contemplated thereby; and
c) that Seller has, and other laws of general application limiting at the enforcement of creditors' rights generally Closing will convey to Buyer, good and marketable title to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's SharesCustomer Accounts, free and clear of all mortgages, liens, pledges, security interestsleases, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offerencumbrances, Motorola will have good and legal title to Seller's Sharesequities, free and clear of all mortgagesclaims, liens, pledgesconditional sale contracts, security interests, charges, encumbrances or any other interests or imperfections of title of any nature whatsoever; and
d) that Seller’s User Agreement allows for the sale and adverse transfer of the Customer Accounts to Buyer; and
e) that there are no claims, actions, suits, proceedings or investigations, judicial or administrative, pending, involving or, to the best knowledge of Seller, threatened against or affecting either Seller (as relates to Circle Invest) or the Customer Accounts or that seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or that might materially affect the right of Buyer to own the Customer Accounts, and that Seller does not know of any basis for any such action, suit, proceeding or investigation; and
f) Seller acknowledges that if Seller breaches or threatens to breach Seller’s covenants and agreements in this Section 13, then Seller’s actions may cause irreparable harm and damage to Buyer that could not be adequately compensated in damages. Accordingly, if Seller breaches or threatens to breach this Agreement, then Buyer will be entitled to injunctive relief in addition to any other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorolarights or remedies of Buyer under this Agreement or otherwise.
Appears in 1 contract
Samples: Customer Purchase Agreement
Representation and Warranties of Seller. As a material inducement to the Purchaser to enter into this Agreement, the Seller hereby makes the following representations and warranties to the Purchaser and to Purchaser's successors and assigns, each of which shall survive closing of this sale, and shall not be merged into the documents executed at such closing: Company Representation and Warranties. ------------------------------------- The Seller represents and warrants to Motorola thatthe Purchaser that as the Closing Date:
(a) The Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with such sale other that the Purchaser or any of its affiliates;
(b) The Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the laws of the State of Delawareset forth in the Seller's Officer's Certificate attached hereto as Exhibit B, and with file corporate power necessary to carry on its business as now being conducted; the Seller has all requisite the file corporate power and authority to enter into execute and deliver this Agreement, to carry out its obligations hereunder Agreement and to sell Seller's Shares to Motorola pursuant to perform in accordance herewith; the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution execution, delivery and delivery performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Seller and the consummation of the transactions contemplated hereby have been duly authorized and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Seller; and all requisite corporate action has been taken by Sellerthe Seller to make this Agreement valid and binding upon the Seller in accordance with its terms;
(c) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Notes and the Security Instruments by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;
(d) Neither the execution and delivery of this Agreement by Seller nor consummation of Agreement, the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision sale of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable Mortgage Loan to the SellerPurchaser, nor the fulfillment of or (iii) violatescompliance with the terms and conditions of this Agreement, conflicts with, results will conflict with or result in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions Seller's charter or provisions of by-laws or any legal restriction or any material agreement or other obligation to which the Seller is now a party;
(d) party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with or its termsproperty is subject, subject to bankruptcy, insolvency, and other laws or impair the value of general application limiting the enforcement of creditors' rights generally and to general principles of equityany such Loan;
(e) Seller isThere is no action, and upon suit, proceeding or investigation pending or to the deposit of Seller's Shares knowledge threatened against the Seller that, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, or assets of the Seller, or in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted, or in any material liability on the part of the Seller, or that would draw into question the validity of this Agreement or any Mortgage Loan or of any action taken or to be taken in connection with the obligations of the Seller contemplated herein, or that would be likely to impair materially the ability of the Seller to perform under the Offer will be, terms of this Agreement;
(f) The Seller is the sole legal and beneficial owner of Seller's Shareseach Mortgage Loan, free and clear of all mortgagesany adverse claim or security interest, liensand has the full right to sell each Mortgage Loan to the Purchaser, pledgestogether with any rights with respect to the servicing of each Mortgage Loan following the closing date sold pursuant to this Agreement;
(g) No consent, security interestsapproval, chargesauthorization or order of any court or governmental agency or body is required for the execution, encumbrances delivery and any other rights performance by the Seller of others; such Seller's Shares are all or compliance by the Seller with this Agreement or the sale of each Mortgage Loan as evidenced by the consummation of the Shares owned directly transactions contemplated by this Agreement, or beneficially if required, such approval has been obtained prior to the closing date;
(h) The Seller used no selection procedures adverse to the interests of Purchaser in selecting each Mortgage Loan from among the outstanding residential mortgage loans in its portfolio as to which the representations and warranties in this Agreement could be made;
(i) The Seller will treat the disposition of each and all Mortgage Loans as sales of assets for financial accounting and reporting purposes;
(j) The Seller is an experienced seller/servicer of residential mortgage loans, with the facilities, procedures, and experienced personnel necessary to service each Mortgage Loan in accordance with industry standards. In the event any Mortgage Loan is required by the terms of the Commitment Letter to conform origination guidelines of FNMA or FHLMC (each an "Agency"), Seller except as described is approved and is in Section 4.11; good standing, to sell and service mortgage loans for such Agency, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Seller has unable to comply with such Agency's eligibility requirements or which would require notification to such Agency;
(k) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and will have every covenant contained in this Agreement;
(l) To the exclusive right to dispose best of Seller's Shares knowledge, neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the Offer as provided in this Agreement; andsale of any Loan or Loans to Saxon contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading;
(fm) Following acquisition Each of Seller's Shares by Motorola from financial statements delivered to the Purchaser fairly present the pertinent results of operations and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the business, operations, financial condition, properties or assets of the Seller pursuant to since the Offer, Motorola will have good and legal title to date of the Seller's Sharesfinancial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement;
(n) The consideration received by the Seller upon the sale of each Mortgage Loan under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans;
(o) Seller is solvent, free and clear the sale of all mortgagesthe Mortgage Loans individually and in the aggregate, lienswill not cause the Seller to become insolvent. No sale of the Mortgage Loans to Saxon is undertaken with the intent to hinder, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motoroladelay or defraud any of the Seller's creditors.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (United Panam Financial Corp)
Representation and Warranties of Seller. Seller hereby represents and warrants to Motorola thatPurchaser, as of the date hereof and the Closing Date, as follows:
(a) 3.1.1 Seller is a limited liability company, an entity duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, and its formation.
3.1.2 Seller has all requisite power and authority to enter into execute and deliver this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to consummate the Offer without the consent or approval of any other person that transactions contemplated hereby. Seller has not been obtained;
(b) obtained all necessary corporate approvals for the execution and delivery of this Agreement Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby have hereby. This Agreement has been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement by Seller and (assuming due authorization, execution and delivery by Purchaser) constitutes a Seller’s legal, valid and binding obligation obligation, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws .
3.1.3 The Shares are owned of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of record by Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of any and all mortgagesEncumbrances. “Encumbrance” means (i) any mortgage, lienscharge (whether fixed or floating), pledgespledge, lien (other than lien created by operation of law), hypothecation, assignment, deed of trust, title retention, security interestsinterest or other encumbrance of any kind securing, chargesor conferring any priority of payment in respect of, encumbrances and any other rights obligation of others; such Seller's Shares are all any person, including any right granted by a transaction which, in legal terms, is not the granting of the Shares owned directly security but which has an economic or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant financial effect similar to the Offer granting of security under applicable law, (ii) any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any person, (iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any person and (iv) any adverse claim as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offertitle, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorolapossession or use.
Appears in 1 contract
Representation and Warranties of Seller. Seller hereby warrants and represents and warrants to Motorola that:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and Buyer: Seller has all requisite full power and authority to enter into this Agreement, to carry out its obligations hereunder execute and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of deliver this Agreement and to perform the consummation of obligations hereunder. This Agreement as delivered at the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporationClosing, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has signatory, will be duly authorized, executed and delivered this Agreement. This Agreement constitutes by, and a valid and binding obligation agreement of, Seller who is a signatory thereto, enforceable in accordance with their respective terms, and no further action, approvals or consents are necessary on the part of Seller, nor is it necessary for Seller to obtain any actions, approvals or consents from any third persons, governmental or other to make this Agreement valid and binding upon and enforceable against Seller in accordance with its their respective terms, subject or to bankruptcy, insolvencyenable Seller to perform this Agreement and the transactions contemplated thereby. The Customer List attached hereto is a full and complete list of the customers of Seller. Seller has, and other laws of general application limiting at the enforcement of creditors' rights generally Closing will convey to Buyer, good and marketable title to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's SharesCustomer List, free and clear of all mortgages, liens, pledges, security interestsleases, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offerencumbrances, Motorola will have good and legal title to Seller's Sharesequities, free and clear of all mortgagesclaims, liens, pledgesconditional sale contracts, security interests, chargesor any other interests or imperfections of title of any nature whatsoever. To the best of Seller's knowledge, encumbrances Seller has not been and adverse is not now in violation of any federal, state or local laws, regulations or orders or the laws of the countries comprising the Territory. There are no claims, actions, suits, proceedings or investigations, judicial or administrative, pending, involving or, to the best knowledge of Seller, threatened against or affecting either Seller or the Customer List or that seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or that might materially affect the right of Buyer to own the Customer List. Seller does not know of any basis for any such action, suit, proceeding or investigation. Seller acknowledges that if Seller breaches or threatens to breach Seller's covenants and agreements in this Section 10, then Seller's actions may cause irreparable harm and damage to Buyer that could not be adequately compensated in damages. Accordingly, if Seller breaches or threatens to breach this Agreement, then Buyer will be entitled to injunctive relief in addition to any other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorolarights or remedies of Buyer under this Agreement or otherwise.
Appears in 1 contract
Representation and Warranties of Seller. Seller hereby represents and warrants to Motorola thatPurchaser, as of the date hereof and the Closing Date, as follows:
(a) 3.1.1 Seller is a limited liability company, an entity duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, and its formation.
3.1.2 Seller has all requisite power and authority to enter into execute and deliver this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to consummate the Offer without the consent or approval of any other person that transactions contemplated hereby. Seller has not been obtained;
(b) obtained all necessary corporate approvals for the execution and delivery of this Agreement Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby have hereby. This Agreement has been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement by Seller and (assuming due authorization, execution and delivery by Purchaser) constitutes a Seller’s legal, valid and binding obligation obligation, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws .
3.1.3 The Shares are owned of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of record by Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of any and all mortgagesEncumbrances (other than any restrictions on transfer under the Securities Act of 1933, liensas amended, pledgesand any state securities laws). “Encumbrance” means (i) any mortgage, charge (whether fixed or floating), pledge, lien (other than lien created by operation of law), hypothecation, assignment, deed of trust, title retention, security interestsinterest or other encumbrance of any kind securing, chargesor conferring any priority of payment in respect of, encumbrances and any other rights obligation of others; such Seller's Shares are all any person, including any right granted by a transaction which, in legal terms, is not the granting of the Shares owned directly security but which has an economic or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant financial effect similar to the Offer granting of security under applicable law, (ii) any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any person, (iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any person and (iv) any adverse claim as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offertitle, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorolapossession or use.
Appears in 1 contract
Representation and Warranties of Seller. To induce the Buyer to enter into this Agreement. the Seller hereby represents and warrants to Motorola the Buyer that:
(a) The Seller is a limited liability companyduly authorized to execute, duly organized, validly existing deliver and in good standing perform its obligations under this Agreement and all corporate. action required on its pan for the laws due execution. delivery and performance of the State of Delaware, transactions contemplated herein have been duly and Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;effectively taken.
(b) The execution, delivery and performance by the execution and delivery Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution herein does not and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of will not violate any provision of, constitutes . or result in a default under, the Seller's Certificate of Incorporation, as amended or results in the termination ofBy-laws. as amended, or any of the terms, conditions indenture or provisions of any agreement or other obligation to which the Seller is a party;party or to which its assets are bound or any order, permit. law. statute, code, ordinance, rule, regulation, certificate or any other requirement of any governmental authority or regulatory body to which the Seller is subject.
(c) To the best of Buyer's knowledge, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Agreement.
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a or will constitute, when delivered hereunder, the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its respective terms, subject to except as such enforceability may be (i) limited by the effect of applicable bankruptcy, insolvency, and other reorganization or similar laws of general application limiting affecting the enforcement of creditors' rights generally and or (ii) subject to the effect of general principles of equity;equity (regardless of whether such enforceability is considered in a proceeding at equity or at law).
(e) There are no actions, suits, or proceedings pending, threatened against or affecting the Seller iswhich seek to enjoin, and upon prohibit or restrain the deposit consummation of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; andtransactions contemplated hereby.
(f) Following acquisition Seller shall use all reasonable and good faith efforts to ensure that title to the Equipment is promptly passed from Transamerica to Seller.
(g) All representations and warranties herein shall survive the execution of Seller's Shares this Agreement and the purchase of the Equipment.
(h) Upon payment of the Purchase Price to Transamerica, the Equipment shall be owned by Motorola from Seller and no third party shall have any right, title, or interest in the Equipment.
(i) THE EQUIPMENT IS PROVIDED BY SELLER "AS IS"; AND WITHOUT WARRANTY. EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE: provided. however, that the Seller pursuant shall use all reasonable efforts to maintain such Equipment in the Offer, Motorola will have good and legal title to Seller's Shares, free and clear condition as it was at the time of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred the inspection by MotorolaBuyer.
Appears in 1 contract
Representation and Warranties of Seller. Seller hereby represents and warrants to Motorola that:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorola.
Appears in 1 contract
Samples: Lockup Agreement (Motorola Inc)
Representation and Warranties of Seller. Seller hereby warrants and represents and warrants to Motorola thatBuyer:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite full power and authority to enter into this Agreement, to carry out its obligations hereunder execute and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of deliver this Agreement and to perform the consummation of the transactions contemplated hereby have been obligations hereunder. This Agreement is duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporationauthorized, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes by, and a valid and binding obligation agreement of, Seller who is a signatory thereto, enforceable in accordance with their respective terms, and no further action, approvals or consents are necessary on the part of Seller, nor is it necessary for Seller to obtain any actions, approvals or consents from any third persons, governmental or other to make this Agreement valid and binding upon and enforceable against Seller in accordance with its their respective terms, subject or to bankruptcy, insolvency, enable Seller to perform this Agreement and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;transactions contemplated thereby.
(eb) The Customer List attached hereto (“Annexure 2”) is a copy of the true, accurate, full and complete existing and subsisting list of the customers (active and inactive) of Seller as on date of signing this Agreement, validly certified by the Seller.
(c) Seller is, has good and upon marketable title to the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's SharesCustomer List, free and clear of all mortgages, liens, pledges, leases, charges, encumbrances, equities, claims, conditional sale contracts, security interests, charges, encumbrances and or any other rights interests or imperfections of others; such title of any nature whatsoever and can sell/grant/convey the same to the Buyer.
(d) To the best of Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and ’s knowledge, Seller has not been and will have is not now in violation of laws, regulations or orders.
(e) There are no claims, actions, suits, proceedings or investigations, judicial or administrative, pending, involving or, to the exclusive right to dispose best knowledge of Seller's Shares pursuant , threatened against or affecting either Seller or the Customer List or that seek to restrain, prohibit or invalidate the Offer as provided in transactions contemplated by this Agreement; andAgreement or that might materially affect the right of Buyer to own the Customer List. Seller does not know of any basis for any such action, suit, proceeding or investigation.
(f) Following acquisition Seller acknowledges that if Seller breaches or threatens to breach Seller’s covenants and agreements in this Section 8, then Seller’s actions may cause irreparable harm and damage to Buyer that could not be adequately compensated in damages. Accordingly, if Seller breaches or threatens to breach this Agreement, then Buyer will be entitled to injunctive relief in addition to any other rights or remedies of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by MotorolaBuyer under this Agreement or otherwise.
Appears in 1 contract
Samples: Customer List Purchase Agreement (Lytus Technologies Holdings PTV. Ltd.)
Representation and Warranties of Seller. Seller hereby represents and warrants to Motorola thatPurchaser as follows:
(a) This Agreement has been duly authorized, executed and delivered by Seller is a limited liability companyand constitutes the legal, duly organizedvalid and binding obligation of Seller, validly existing and enforceable in good standing under the laws of the State of Delaware, and Seller has all requisite power and authority to enter into this Agreement, to carry out accordance with its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;terms.
(b) the execution The execution, delivery and delivery performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation Seller, do not and will not, with or without the giving of notice, the transactions contemplated hereby by the Seller lapse of time or both: (i) violates contravene or conflicts conflict with any provision of any the certificate of incorporation, bylaws, certificate incorporation or by-laws of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates contravene or conflicts conflict with or constitute a violation of any law, statute, rule, regulation, judgment, orderinjunction, injunction order or decree binding upon or applicable to the Purchased Assets or Seller in a manner that could impair Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, or (iii) violatesrequire any consent, conflicts withapproval or other action by any person, results in contravene or conflict with or constitute a breach violation of any provision of, constitutes or a default under, or results give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller is entitled, under any Assumed Liability, or (iv) result in the termination of, creation or imposition of any lien on any of the termsPurchased Assets.
(c) The execution, conditions delivery and performance of this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement by Seller, do not and will not require any consent, approval or provisions of action by or in respect of, or any agreement declaration, filing or registration with, any government, court, regulatory or administrative agency or commission, or other obligation to which the Seller is a party;governmental authority, agency or instrumentality, whether federal, state or local.
(d) Seller has duly executed owns all right, title and delivered this Agreement. This Agreement constitutes a valid interest (legal and binding obligation enforceable against Seller beneficial) in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, Purchased Assets free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, claims and encumbrances of any nature. At the Closing, Seller shall have granted, bargained, conveyed, sold, assigned, transferred and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; delivered to Purchaser, and Seller has and will Purchaser shall have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offeracquired, Motorola will have good and legal marketable title to Seller's Sharesto, the Purchased Assets free and clear of all mortgages, of liens, pledges, security interests, charges, restrictions, claims and encumbrances of any nature arising through, or by reason of any action or omission by, Seller.
(e) The principal amount outstanding under the Notes is $6,584,028, and adverse claimsSeller has not received any payments of principal or interest under the Notes.
(f) Schedule I to this Agreement sets forth an accurate and complete list of all agreements and instruments relating to the Notes, the Security Agreement, or the rights or obligations of Seller or the Company relating to the Notes, the Security Agreement or any such other than such mortgages, liens, pledges, security interests, charges, encumbrances agreement or instrument. Seller has previously delivered to Purchaser accurate and adverse claims that may be incurred by Motorolacomplete copies of all the Assumed Contracts.
Appears in 1 contract
Samples: Promissory Note Purchase Agreement (Neon Systems Inc)
Representation and Warranties of Seller. Seller hereby represents and represent sand warrants to Motorola that:
(a) Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite the corporate power to own its property and authority to enter into this Agreement, to carry out conduct its obligations hereunder and to sell Seller's Shares to Motorola pursuant to business in the Offer without the consent or approval of any other person that has not been obtained;manner in which such business is now being conducted.
(b) the The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action of Seller. Seller has full corporate power to enter into and perform this agreement and the transactions contemplated hereby, and this agreement constitutes a valid and binding agreement of Seller enforceable in accordance with its terms.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated hereby have been duly authorized by Seller;
(c) Neither the execution do not and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates will not conflict with, or conflicts with any provision result in a breach of any certificate term or provision of, or constitute a default under, or result in the creation of incorporation, bylaws, certificate any lien or encumbrance upon the property or assets of formation, operating agreement Seller pursuant to the articles of incorporation or bylaws of Seller or any agreement, indenture, mortgage, deed of trust or other organizational document applicable instrument to Sellerwhich Seller is a party or by which it is bound or to which its properties are subject, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction order or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;decree.
(d) Seller has duly executed and delivered this AgreementThe stock of the company consists of 100,000 authorized shares of common stock, One Dollar ($1.00) par value, or which 1,000 shares are issued. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws All such issued shares are owned of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of record by Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledgescharges and encumbrances. There are no commitments, security interestsplans or arrangements to issue, chargesand no outstanding options, encumbrances and any warrants or other rights calling for the issuance of, shares of others; such Seller's Shares are all capital stock of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have Company.
(e) The assets of the exclusive right to dispose of Seller's Shares pursuant to Company include, without limitation, the Offer as provided in this Agreement; andassets listed on Schedule attached hereto.
(f) Following acquisition The books of Seller's Shares account of the Company that have been maintained by Motorola from the Seller pursuant have been maintained in the usual, regular and ordinary manner on a consistent bases.
(g) This Agreement and the consummation of the transactions contemplated hereby will not give rise to any valid claim against the OfferSeller for a finder's fee, Motorola will have good and legal title to Seller's Sharesbrokerage commission, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, or other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorolalike payment.
Appears in 1 contract
Representation and Warranties of Seller. Seller hereby represents and warrants the following to Motorola thatPurchaser as of the Effective Date, which representations and warranties shall be true and correct as of the Closing Date:
(a) A. Organization; Power and Authority; Authorization and Validity. Seller is a Georgia limited liability company, duly organized, validly existing and company in good standing under the laws of the State of Delaware, and Seller has all requisite with full power and authority to enter into this Agreementexecute, to carry out deliver, and perform its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of under this Agreement and all other agreements and documents Seller is or will be executing in connection with the consummation transaction contemplated hereby.
B. No Commitments, Defaults or Litigation. To the best of Seller's actual knowledge, none of the Property is bound or affected by any (i) mortgage, deed of trust, loan or other security agreement that will not be satisfied at Closing or the subject of a Non-Disturbance Agreement to be obtained by Seller; (ii) contract to purchase or sell; (iii) noncompetition covenant; (iv) option or right of first refusal; or (v) any other agreement or commitment outside the ordinary course of business or material to the ownership and operation of the Sites or the Facilities (all of the foregoing collectively referred to hereinafter as the "COMMITMENTS"). True and complete copies of the Ground Leases, the Tower Leases, Intangibles and the Permits that are evidenced by written documents have been delivered to Purchaser. There are no existing material defaults, events of default or events, occurrences, or acts that, with the giving of notice or lapse of time or both, would constitute defaults, and no penalties have been incurred, with respect to any of the Ground Leases, the Tower Leases or Permits; and except as disclosed to Purchaser in writing, none of the foregoing documents require the consent of any third party to the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither hereby. Seller has not received any rents or other amounts due Seller under the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision Tower Leases in respect of any certificate period exceeding thirty (30) days from the date hereof. All tenants under the Tower Leases have deployed their respective equipment at the Facilities, and no such tenant has advised Seller that such tenant intends to exercise any right of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to termination set forth in the Seller, or (iii) violates, conflicts with, results in a breach Tower Leases. Seller has no knowledge of any provision of, constitutes a default under, litigation or results in proceedings affecting Seller or the termination of, any of the terms, conditions or provisions of any agreement or other obligation Property that have not been disclosed to which the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by MotorolaPurchaser.
Appears in 1 contract
Representation and Warranties of Seller. Seller hereby represents and warrants to Motorola that:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances encumbrances, and adverse claims that may be incurred by Motorola.
Appears in 1 contract
Samples: Lockup Agreement (Motorola Inc)
Representation and Warranties of Seller. Seller hereby represents and warrants to Motorola thateach Purchaser effective as of the date hereof and the Closing Date as follows:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State state of Delawareits formation, and Seller has all with the requisite power and authority to enter into this Agreement, to carry out Agreement and perform its obligations hereunder and each other document contemplated hereby to sell Seller's Shares which Seller is or will be a party and to Motorola pursuant to consummate the Offer without the consent or approval of any other person that has not been obtained;transactions contemplated hereby and thereby.
(b) Seller has the execution and delivery of this Agreement and the consummation of ability to consummate the transactions contemplated hereby have hereby; that this Agreement has been duly authorized authorized, duly executed and validly delivered by the Seller and that this Agreement is the valid and binding obligation of Seller;, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, or by legal or equitable principles, relating to or limiting creditors' rights generally and except that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) Seller is not and has not at any time been an “Affiliate”, as that term is defined in the Securities Act of 1933, as amended, of the Company.
(d) Seller is the sole legal and beneficial owner of the Shares and the Note and has the sole and unrestricted right to sell and/or transfer the Shares and the Note. Seller hereby represents and warrants that Seller owns the free of preemptive rights and free and clear of all adverse claims, liens, mortgages, charges, security interests, encumbrances and other restrictions or limitations of any kind whatsoever including but not limited to communal or marital property rights or distribution rights under applicable law (collectively, “Liens”). The Shares and Note are fully paid and have been validly issued to Seller in accordance with Federal or state securities laws (including any rules or regulations promulgated thereunder) and the securities laws of any other jurisdiction (including any rules or regulations promulgated thereunder). There are no options, warrants, calls, convertible securities or commitments of any kind whatsoever relating to the Shares or Note, and there are no voting trusts, voting agreements, stockholder agreements or other agreements or understandings of any kind whatsoever which relate to the voting or disposition, sale, transfer or assignment of the Shares or Note. Neither the Notes nor the Shares been sold, transferred, assigned, exchanged, pledged, hypothecated or encumbered in any way, whether by Seller or other person. Delivery of the Note and the Shares to the Company and/or the Transfer Agent, as applicable, with the Irrevocable Instructions in accordance herewith will pass to Purchaser good and valid title to the Note and the Shares being purchased by such Purchaser hereunder, free and clear of Liens other than those of such Purchaser or under securities laws.
(e) Neither the execution and delivery of this Agreement by Seller Seller, nor the consummation of the transactions contemplated hereby by the Seller hereby, does or will: (i) violates or conflicts violate or, with any provision the passage of any certificate of incorporationtime, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to result in the Seller, or (iii) violates, conflicts with, results in a breach violation of any provision of, constitutes a default or result in the acceleration of or entitle any party to accelerate any obligation under, or results result in the termination ofcreation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any of the termsproperty or assets of Seller, conditions or provisions pursuant to any provision of any agreement mortgage, lien, lease, agreement, permit, indenture, license, instrument, law, order, arbitration award, judgment or other obligation decree to which the Seller is a party;
party or by which it or any of such property or assets are bound; (dii) Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting contravene the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit terms of Seller's Shares under the Offer will be’s organizational documents, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and or any amendment thereof or (iii) violate or conflict with any other rights restriction of others; such Seller's Shares are all any kind whatsoever to which Seller is subject, or by which any of the Shares owned directly its material properties or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; andassets may be bound.
(f) Following acquisition There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Seller, threatened against Company or Seller, which could restrict Seller's ability to perform its obligations hereunder. To the best knowledge of Seller's , there are no grounds for or facts, events or circumstances which could form the basis of any such action that could cause or result in any such action, suit, proceeding or investigation or which is probable of assertion. Seller is not in default in respect of any judgment, order, writ, injunction or decree of any court or any Federal, state, local or other governmental agency, authority, body, board, bureau, commission, department or instrumentality.
(g) All government and other consents that are required to have been obtained by Seller with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with. Seller has complied and will comply with all applicable disclosure or reporting requirements in respect of the transaction contemplated hereby.
(h) The execution and delivery by Seller of this Agreement, the sale by Seller of the Note and the Shares and the performance by Motorola from the Seller pursuant of its obligations under this Agreement do not and will not violate or conflict with any law applicable to Seller, any order or judgment of any court or other agency of government applicable to Seller or any of Seller’s assets or any contractual restriction binding on or affecting Seller or any of Seller’s assets.
(i) Seller is acting solely for Seller’s own account, and has made Seller’s own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for Seller based upon Seller’s own judgment and upon advice of such advisors as Seller deems necessary. Seller acknowledges and agrees that Seller is not relying, and has not relied, upon any communication (written or oral) of any Purchaser or any affiliate, employee or agent of any Purchaser with respect to the Offerlegal, Motorola will accounting, tax or other implications of this Agreement and that Seller has conducted Seller’s own analyses of the legal, accounting, tax and other implications hereof and thereof; it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into this Agreement. Seller acknowledges that neither any Purchaser nor any affiliate, employee or agent of any Purchaser is acting as a fiduciary for or an advisor to Seller in respect of this Agreement.
(j) Seller is not selling the Note and the Shares “on the basis of” (as defined in Rule 10b5-1 of the Exchange Act) any material, non-public information about the Note or the Shares or the Company and Seller is aware that certain Purchasers have good and legal title engaged in negotiation with respect to Seller's Sharesa proposed financing with the Company and, free and clear of all mortgagesconsequently, liensthe Purchasers may have material, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorolanon-public information about the Note and/or the Shares and/or the Company.
Appears in 1 contract
Representation and Warranties of Seller. To induce the Buyer to enter into this Agreement. the Seller hereby represents and warrants to Motorola the Buyer that:
(a) The Seller is a limited liability companyduly authorized to execute, duly organized, validly existing deliver and in good standing perform its obligations under this Agreement and all corporate. action required on its pan for the laws due execution. delivery and performance of the State of Delaware, transactions contemplated herein have been duly and Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;effectively taken.
(b) The execution, delivery and performance by the execution and delivery Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution herein does not and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of will not violate any provision of, constitutes . or result in a default under, the Seller's Certificate of Incorporation, as amended or results in the termination ofBy-laws. as amended, or any of the terms, conditions indenture or provisions of any agreement or other obligation to which the Seller is a party;party or to which its assets are bound or any order, permit, law, statute, code, ordinance, rule, regulation, certificate or any other requirement of any governmental authority or regulatory body to which the Seller is subject.
(c) To the best of Buyer's knowledge, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Agreement.
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a or will constitute, when delivered hereunder, the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its respective terms, subject to except as such enforceability may be (i) limited by the effect of applicable bankruptcy, insolvency, and other reorganization or similar laws of general application limiting affecting the enforcement of creditors' rights generally and or (ii) subject to the effect of general principles of equity;equity (regardless of whether such enforceability is considered in a proceeding at equity or at law).
(e) There are no actions, suits, or proceedings pending, threatened against or affecting the Seller iswhich seek to enjoin, and upon prohibit or restrain the deposit consummation of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; andtransactions contemplated hereby.
(f) Following acquisition Seller shall use all reasonable and good faith efforts to ensure that title to the Equipment is promptly passed from Transamerica to Seller.
(g) All representations and warranties herein shall survive the execution of Seller's Shares this Agreement and the purchase of the Equipment.
(h) Upon payment of the Purchase Price to Transamerica, the Equipment shall be owned by Motorola from Seller and no third party shall have any right, title, or interest in the Equipment.
(i) THE EQUIPMENT IS PROVIDED BY SELLER "AS IS"; AND WITHOUT WARRANTY. EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE: provided. however, that the Seller pursuant shall use all reasonable efforts to maintain such Equipment in the Offer, Motorola will have good and legal title to Seller's Shares, free and clear condition as it was at the time of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred the inspection by MotorolaBuyer.
Appears in 1 contract
Representation and Warranties of Seller. Seller hereby warrants and represents and warrants to Motorola thatBuyer:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite full power and authority to enter into this Agreement, to carry out its obligations hereunder execute and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of deliver this Agreement and to perform the consummation of obligations hereunder. This Agreement as delivered at the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporationClosing, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has signatory, will be duly authorized, executed and delivered this Agreement. This Agreement constitutes by, and a valid and binding obligation agreement of, Seller who is a signatory thereto, enforceable in accordance with their respective terms, and no further action, approvals or consents are necessary on the part of Seller, nor is it necessary for Seller to obtain any actions, approvals or consents from any third persons, governmental or other to make this Agreement valid and binding upon and enforceable against Seller in accordance with its their respective terms, subject or to bankruptcy, insolvencyenable Seller to perform this Agreement and the transactions contemplated thereby.
(b) The Customer List attached hereto is a full and complete list of the customers of Seller.
(c) Seller has, and other laws of general application limiting at the enforcement of creditors' rights generally Closing will convey to Buyer, good and marketable title to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's SharesCustomer List, free and clear of all mortgages, liens, pledges, leases, charges, encumbrances, equities, claims, conditional sale contracts, security interests, charges, encumbrances and or any other rights interests or imperfections of others; such title of any nature whatsoever.
(d) To the best of Seller's Shares are all ’s knowledge, Seller has not been and is not now in violation of any federal, state or local laws, regulations or orders or the laws of the Shares owned directly countries comprising the Territory.
(e) There are no claims, actions, suits, proceedings or beneficially by Seller except as described in Section 4.11; and Seller has and will have investigations, judicial or administrative, pending, involving or, to the exclusive right to dispose best knowledge of Seller's Shares pursuant , threatened against or affecting either Seller or the Customer List or that seek to restrain, prohibit or invalidate the Offer as provided in transactions contemplated by this Agreement; andAgreement or that might materially affect the right of Buyer to own the Customer List. Seller does not know of any basis for any such action, suit, proceeding or investigation.
(f) Following acquisition Seller acknowledges that if Seller breaches or threatens to breach Seller’s covenants and agreements in this Section 10, then Seller’s actions may cause irreparable harm and damage to Buyer that could not be adequately compensated in damages. Accordingly, if Seller breaches or threatens to breach this Agreement, then Buyer will be entitled to injunctive relief in addition to any other rights or remedies of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by MotorolaBuyer under this Agreement or otherwise.
Appears in 1 contract
Samples: Customer List Purchase Agreement
Representation and Warranties of Seller. Seller hereby 4.1 SELLER represents and warrants to Motorola thatBUYER as follows:
(a) Seller SELLER is a limited liability company, duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware, and Seller Oklahoma;
(b) SELLER has all requisite the corporate power and authority to enter into execute, deliver and perform this Agreement and any other agreement or document executed by either of them under or in connection with this Agreement;
(c) SELLER has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and any such other agreement or document. This Agreement constitutes, and any such other agreement or document when executed will constitute, the legal, valid and binding obligations of SELLER enforceable against SELLER and in accordance with their respective terms.
(d) To Seller's knowledge, neither the execution nor delivery of this Agreement nor the transactions contemplated herein, nor compliance with the terms and conditions of this agreement will: [i] contravene any provision of law or any statute, decree, rule or regulation binding upon SELLER or contravene any judgment, decree, franchise, order or permit applicable to SELLER; or [ii] conflict with or result in any breach of any terms, covenants, conditions or provisions of, or constitute a default (with or without the giving of notice or passage of time or both) under the Articles of Incorporation or By-Laws or any agreement, except those listed on Exhibit "B", or other instrument to which SELLER is a party or by which it is bound, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the Assets, rights, contracts or other property of the SELLER.
(e) All authorizations, consents or approvals of, or exemptions required to be obtained by SELLER by any governmental, judicial or public body or authority required to authorize, or required in connection with [i] the execution, delivery and performance of this Agreement by SELLER, or [ii] any of the transactions contemplated by this Agreement, or [iii] any of the certificates, instruments or agreements executed by SELLER in connection with this Agreement, or [iv] the taking of any action by SELLER have been obtained and are in full force and effect. Applications have been made to carry out the Drug Enforcement Agency and the Boards of Pharmacy for approval of the transfer and/or re-issuance of SELLER's licenses.
(f) The unaudited financial statements, including profit and loss statements for the period ending on the closing date and balance sheets (the "Financial Statements") present fairly, in the case of the profit and loss statements, the results of operations for the one-year and monthly periods then ended, and in the case of the balance sheets, the financial condition at same dates. As of said dates, SELLER did not have any liabilities (contingent or otherwise) or Assets which are not disclosed in the Financial Statements or, in the case of liabilities, reserved against therein or otherwise disclosed in writing. The Financial Statements have been prepared in accordance with generally accepted accounting principles and practices in the United States consistently applied. SELLER affirms that since the dates of the Financial Statements, [i] there have been no adverse changes in the business or financial condition of SELLER, and SELLER has conducted its business in accordance with its normal and past practices, [ii] SELLER has not incurred any additional obligations hereunder or liabilities except trade debts in the ordinary course of business, [iii] SELLER has not declared or paid any dividend or made or agreed to make any other distribution or payment in respect to any of its shares or otherwise to any of its shareholders, and [iv] SELLER has not purchased or redeemed or agreed to purchase or redeem any of its shares. BUYER affirms that it has had the opportunity to review the Financial Statements and upon the assumption that such is true, accurate and reflective of the financial condition of SELLER accepts the same as being satisfactory. SELLER has filed all tax returns which it has been required to file and has paid all taxes and interest and penalties, if any, which it has been required to pay other than as disclosed in writing to BUYER. Apart from the Assets set forth in the Financial Statements, SELLER has no Assets, rights or other property, and no other Asset right or property is required or advisable for SELLER to conduct any of its business or activities.
(g) To SELLER's knowledge, neither any of SELLER's Assets nor the use of any of them [i] violates or infringes any contract, copyright, trademark, service mxxx, right of privacy, patent or other right, or [ii] contains any material which SELLER is not duly authorized to use, or [iii] misuses or misappropriates any trade secret or confidential or proprietary information.
(h) Except as set forth in Exhibit "E", SELLER has no current litigation or arbitration to which the SELLER is a party. There is no litigation or arbitration or administrative proceeding or claim asserted, pending or threatened respecting or involving the SELLER, the business of SELLER or any of the SELLER's Assets other than those listed on Exhibit "E".
(i) SELLER is under no orders, writs, injunctions or decrees of any court, government or governmental agency or any arbitration award affecting the SELLER, or the business of the SELLER. To SELLER'S knowledge, there are no orders, writs, injunctions or decrees of any court, government or governmental agency or any arbitration award affecting the SELLER, the business of SELLER or any of the SELLER's Assets or other Assets of the SELLER. To SELLER'S knowledge, the SELLER and its Assets and operations are in compliance with all applicable laws, rules, regulations and ordinances.
(j) SELLER is the sole owner of the Assets of SELLER and of all rights in and to the Assets; except as set forth in Exhibit "B" there are no UCC's, liens, security interest, restrictions or other encumbrances on the SELLER's Assets, and SELLER, except as set forth on Exhibit "B", may sell Seller's Shares the Assets to Motorola BUYER pursuant to the Offer this Agreement without the consent or approval of any person, corporation, partnership, governmental authority or other person that entity; except as set forth in Exhibit "B" SELLER will deliver good and marketable title to the Assets and SELLER has not been obtained;
(b) the execution sold, transferred or assigned any of its rights in and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which Assets; except as set forth in Exhibit "B" the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, Assets are free and clear of all mortgages, any liens, pledges, security interests, chargesclaims, encumbrances and restrictions of any kind. SELLER has no liabilities or obligations of any nature that adversely affect the Assets other rights than those set forth on Exhibit "B". -
(k) SELLER is in the process of others; such Seller's Shares are all confirming its status as a Small Business Corporation pursuant to Section 1362 of the Shares owned directly Code. With the exception of receiving such confirmation from the Internal Revenue Service, SELLER has complied with all federal, state and local governmental requirements relating to the filing of income tax returns, or beneficially by Seller except property tax returns. All outstanding tax liabilities, including penalties and interest, if any, of any federal, state and local governmental authorities will be paid. SELLER will prepare a tax estimate for taxes accrued but not yet due as described of the Closing date and SELLER shall make estimated tax payments to the appropriate authorities or credit BUYER for the estimated amounts. If, despite any required deposits, taxes are due to any governmental entity for activities or revenues of the business for periods prior to closing, SELLER shall pay such taxes within 15 days of its receipt of notice from BUYER indicating that taxes are owed. BUYER shall submit with its notice evidence of the taxes due.
(l) SELLER makes no representation or warranty, express or implied, with respect to the condition or state of repair of the assets, including without limitation, any implied warranties of merchantability or fitness for a particular purpose; provided however, the inventory items included in Section 4.11; this sale are, in all material respects, in good and Seller has and will have the exclusive right to dispose saleable condition. In reasonable business judgment of Seller's Shares pursuant , the Assets comprise all material assets necessary to conduct the Offer Business as provided in this Agreement; and
(f) Following acquisition of presently conducted by Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorola.
Appears in 1 contract
Representation and Warranties of Seller. (a) Seller hereby represents and warrants to Motorola thatBuyer, which representations and warranties shall be deemed made by Seller to Buyer as of the Effective Date and also as of the Closing Date, that to Seller's current actual knowledge, no special investigation or inquiry having been made:
(ai) There are no parties in possession of any portion of the Property except Seller and tenants under Tenant Leases;
(ii) To Seller's knowledge, neither Seller nor any tenant is in default of any material obligation pursuant to the terms of the Tenant Leases
(iii) Seller is a limited liability companyhas, duly organizedor on the Closing Date will have, validly existing and in good standing under the laws of the State of Delaware, and Seller has all requisite corporate power and authority to enter into this Agreement, to carry out its obligations hereunder sell and to sell Seller's Shares to Motorola pursuant to convey the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer Property as provided in this Agreement; andContract and to carry out Seller's obligations hereunder, and that all requisite corporate action necessary to authorize Seller to enter into this Contract and to carry out Seller's obligations hereunder has been, or on the Closing Date will have been, taken;
(fiv) Following acquisition of To Seller's Shares by Motorola knowledge, the Operating Reports are true and correct in all material respects;
(v) Seller has received no written notice from any government agency having jurisdiction over the Seller pursuant Land or Improvements that either considers the construction of the Improvements or the operation or use of the Property to be in violation of any law, ordinance, regulation or order;
(vi) Without any other investigation or inquiry of any kind, except as may be lawfully located on the OfferProperty, Motorola will have good and legal title to Seller's Sharesknowledge, free there are no Hazardous Materials in, attributable to or affecting the Land or Improvements. As used herein, a "Hazardous Material" means any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant, as defined for purposes of any Environmental Laws or any other federal, state or local law, ordinance, rule, regulation or other enforcement vehicle applicable to the Property, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (PCBs), or radon gas, urea formaldehyde, asbestos or lead. "Environmental Laws" means all federal, state and clear local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, and all federal and state court decisions, consent decrees and orders interpreting or enforcing any of all mortgagesthe foregoing, liensin any way relating to or regulating human health or safety, pledgesor industrial hygiene or environmental conditions, security interestsor protection of the environment, chargesor pollution or contamination of the air, encumbrances soil, surface water or groundwater, and adverse claimsincludes the Comprehensive Environmental Response, other than such mortgagesCompensation and Liability Act of 1980,42 U.S.C.' 9601, lienset seq., pledgesthe Resource Conservation and Recovery Act, security interests42 U.S.C.' 6901, chargeset seq., encumbrances and adverse claims that may be incurred by Motorolathe Clean Water Act, 33 U.S.C.' 1251, et seq.;
Appears in 1 contract
Samples: Contract of Sale (G Reit Inc)
Representation and Warranties of Seller. Seller hereby represents and warrants to Motorola Purchaser that:
(a) it is the lawful owner of the Preference Stock and Warrants and that such securities are free and clear of any and all liens, pledges, hypothecations, claims, security interests or other encumbrances (other than those that exist pursuant to the Securities Purchase Agreement, Stock Purchase Agreement, Shareholders Agreement (as defined herein), Registration Rights Agreement (as defined herein) or Warrants); EXECUTION COPY
(b) the Preference Stock and Warrants were acquired by Seller from Purchaser solely for its own account for investment and Seller has not sold, distributed, divided, or fractionalized any shares of Preference Stock or Warrants;
(c) the execution and delivery of this Agreement has been duly authorized by Seller's general partner (or such person or entity serving a comparable function) and no further consent or authorization of Seller, its general partner, its partners or any direct or indirect parent company is required;
(d) the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not (i) conflict with or result in a violation of any provision of Seller's organizational or governing instruments, (ii) conflict with any agreements of Seller or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to Seller, any of its members or any direct or indirect parent company; and
(e) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws its state of the State of Delaware, and Seller has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to sell Seller's Shares to Motorola pursuant to the Offer without the consent or approval of any other person that has not been obtained;
(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller;
(c) Neither the execution and delivery of this Agreement by Seller nor consummation of the transactions contemplated hereby by the Seller (i) violates or conflicts with any provision of any certificate of incorporation, bylaws, certificate of formation, operating agreement or any other organizational document applicable to Seller, (ii) violates or conflicts with any law, statute, rule, regulation, judgment, order, injunction or decree applicable to the Seller, or (iii) violates, conflicts with, results in a breach of any provision of, constitutes a default under, or results in the termination of, any of the terms, conditions or provisions of any agreement or other obligation to which the Seller is a party;
(d) Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general application limiting the enforcement of creditors' rights generally and to general principles of equity;
(e) Seller is, and upon the deposit of Seller's Shares under the Offer will be, the sole legal and beneficial owner of Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and any other rights of others; such Seller's Shares are all of the Shares owned directly or beneficially by Seller except as described in Section 4.11; and Seller has and will have the exclusive right to dispose of Seller's Shares pursuant to the Offer as provided in this Agreement; and
(f) Following acquisition of Seller's Shares by Motorola from the Seller pursuant to the Offer, Motorola will have good and legal title to Seller's Shares, free and clear of all mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims, other than such mortgages, liens, pledges, security interests, charges, encumbrances and adverse claims that may be incurred by Motorolaorganization.
Appears in 1 contract
