Representations and Warranties by XXXX. XXXX represents and warrants to Company that:
(i) XXXX is acquiring the Shares for investment for its own account and not with a view to resale or distribution within the meaning of the Securities Act.
(ii) This Agreement has been duly authorized, executed, and delivered on behalf of XXXX and constitutes the valid and binding Agreement of XXXX, enforceable in accordance with its terms, and XXXX has full power and lawful authority to purchase and sell the Shares on the terms and conditions herein set forth.
Representations and Warranties by XXXX. XXXX and TOIC jointly and severally represent and warrant to Transferor and the Stockholders that, as of the date hereof:
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 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.
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 each of the other Parties that:
(a) it owns or has the right to grant the licenses, rights and immunities from suit granted herein under the XXXX Patent Portfolio and the XXXX Infusion Claims;
(b) it has full power to enter into this Agreement, and that the individual executing this Agreement on its behalf is fully empowered to bind it and duly authorized to enter into this Agreement; and
(c) as of the Effective Date it has not assigned or otherwise transferred or subrogated any interest in any of its claims that are the subject of this Agreement, whether voluntarily, involuntarily or by operation of law, and that it is fully entitled to give a full and complete release of all claims and demands under the Actions in accordance with the terms of this Agreement.
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.
(b) Xxxx has full power and authority to enter into this Agreement and, subject to obtaining the approval of its shareholders, to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby have been duly approved by the Board of Directors of Xxxx. This Agreement has been duly executed and delivered by Xxxx and constitutes a valid and binding obligation of Xxxx, enforceable against Xxxx in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights.
(c) Xxxx is qualified as foreign corporations in all jurisdictions where its business or ownership of assets or properties so requires, except where the failure to be so qualified would not have a material adverse effect on the business or financial condition of Xxxx (a "XXXX MATERIAL ADVERSE EFFECT").
(d) The financial statements of Xxxx, consisting of its opening balance sheet at February 1, 2001, together with accompanying notes, have been audited by independent public accountants and fairly present the financial position, results of operations and other information purported to be shown therein of Xxxx, at the date and for the respective periods to which they apply. The unaudited financial statements of Xxxx, consisting of its balance sheet at December 31, 2001, its statement of operations, statement of stockholders' equity and statement of cash flows for the eleven (11) months ended December 31, 2001, have been prepared ...
Representations and Warranties by XXXX. XXXX represents and warrants to NimbleGen that:
(i) XXXX is acquiring the Units for investment for its own account and not with a view to resale or distribution within the meaning of the Securities Act, and XXXX does not intend to divide its participation with others or to resell or otherwise dispose of all or any part of the Units without registration under the Securities Act, except to NimbleGen or unless and until it determines at some future date that changed circumstances, not now in its contemplation, make such disposition advisable.
(ii) This Agreement has been duly authorized, executed, and delivered on behalf of XXXX and constitutes the valid and binding Agreement of XXXX, enforceable in accordance with its terms, and XXXX has full power and lawful authority to purchase and sell the Units on the terms and conditions herein set forth.
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 TO COURT SQUARE AS FOLLOWS:
(a) XXXX IS A DELAWARE CORPORATION, VALIDLY EXISTING AND IN GOOD STANDING, WITH ALL NECESSARY POWER AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT;
(b) THIS AGREEMENT HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND DELIVERED BY XXXX AND IS BINDING ON AND ENFORCEABLE AGAINST XXXX IN ACCORDANCE WITH ITS TERMS;
(c) XXXX IS THE SOLE AND EXCLUSIVE RECORD AND BENEFICIAL OWNER OF ALL RIGHT, TITLE AND INTEREST IN AND TO THE XXXX SHARES, FREE AND CLEAR OF ALL CLAIMS, ENCUMBRANCES OF ANY NATURE WHATSOEVER;
(d) UPON THE DELIVERY OF THE XXXX SHARES TO COURT SQUARE AGAINST RECEIPT OF PAYMENT AS PROVIDED FOR HEREIN, GOOD TITLE TO THE XXXX SHARES, FREE AND CLEAR OF ALL SECURITY INTERESTS, LIENS, CLAIMS, CHARGES, OPTIONS AND ENCUMBRANCES OF EVERY KIND AND NATURE WHATSOEVER WILL PASS TO COURT SQUARE AND XXXX WILL EXECUTE AND DELIVER TO COURT SQUARE SUCH DOCUMENTS AND TAKE SUCH FURTHER ACTION AS MAY BE REASONABLY REQUESTED BY COURT SQUARE IN ORDER TO TRANSFER OWNERSHIP OF AND TITLE TO THE XXXX SHARES TO COURT SQUARE, INCLUDING, WITHOUT LIMITATION, ARRANGING FOR THE LEGAL OPINION AND/OR WAIVER OF SUCH OPINION REFERENCED ON THE CERTIFICATES FOR THE XXXX SHARES AS BEING REQUIRED BY ERGO FOR ANY TRANSFER OF THESE SECURITIES OTHER THAN PURSUANT TO A REGISTRATION STATEMENT; AND
(e) THE XXXX SHARES ARE REPRESENTED BY VALIDLY ISSUED, FULLY-PAID SHARE CERTIFICATES OF ERGO AND THERE ARE NO OUTSTANDING WARRANTS, OPTIONS, OR RIGHTS TO PURCHASE ANY OF THE XXXX SHARES.
