Representations and Warranties by XXXX. XXXX represents and warrants to Company that:
Representations and Warranties by XXXX. XXXX and TOIC jointly and severally represent and warrant to the Stockholders that, as of the date hereof:
Representations and Warranties by XXXX. (a) Xxxx is a duly organized and validly existing corporation in good standing under the laws of the State of Texas, authorized to issue 50,000,000 shares of Xxxx Common Stock and 25,000,000 shares of Xxxx Preferred Stock. At the Closing, there will be issued and outstanding 14,110,875 shares of Xxxx Common Stock, all of which will be fully paid and non-assessable. SCHEDULE 2(A) attached hereto sets forth the name and amount of shares of Xxxx Common Stock owned by each Xxxx shareholder. There are no issued or outstanding rights, options or warrants to purchase Xxxx Common Stock or any issued or outstanding securities of any nature convertible into Xxxx Common Stock. The issued and outstanding shares of Xxxx Common Stock have all been issued pursuant to an appropriate exemption from the registration requirements of the Securities Act and from any applicable registration requirements of the various states.
Representations and Warranties by XXXX. XXXX represents and warrants to NimbleGen that:
Representations and Warranties by XXXX. Xxxx represents and warrants to CellStar that the following are true and correct as of the date hereof and will be true and correct on the Second Closing Date to the same extent as if made on such date:
Representations and Warranties by XXXX. XXXX hereby represents and warrants to each of the other Parties that:
Representations and Warranties by XXXX. XXXX REPRESENTS AND WARRANTS TO COURT SQUARE AS FOLLOWS:
Representations and Warranties by XXXX. Xxxx represents and warrants to Multi-Link as follows:
Representations and Warranties by XXXX. Xxxx hereby represents and warrants to SGI that Xxxx has all requisite power, authority and capacity to enter into this Agreement, and all actions required to be taken by Xxxx to authorize the execution, delivery and performance of this Agreement and all transactions contemplated by this Agreement have been duly and properly taken. Upon Xxxx'x execution and delivery of this Agreement, this Agreement will become a valid and binding obligation of Xxxx, enforceable against Xxxx in accordance with its terms.
Representations and Warranties by XXXX. XXXX represents and warrants that (i) it has full legal capacity to enter into this Agreement without violation of or conflict with any other agreement or instrument to which it is a party or may be bound; (ii) it shall at all times comply with all applicable laws, rules and regulations in the performance of the Services; (iii) it has all licenses, certifications, permits and other approvals required to perform the Services; (iv) it has the full power and authority to make the assignment of rights herein; and (v) the rights granted shall not infringe any third-party copyright, patent, trademark, trade secret or other proprietary right, including the rights of publicity and privacy.
