Representations and Warranties by Xxxxx. In order to induce Fargo to --------------------------------------- enter into this Agreement, Xxxxx hereby covenants with, and represents and warrants to, Fargo as follows:
Representations and Warranties by Xxxxx. SIDCO represents and warrants that:
2.03.01. XXXXX has full power, right, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby;
2.03.02. the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on SIDCO’s part, and no other proceedings on SIDCO’s part are necessary to approve this Agreement or to consummate the transactions contemplated hereby;
2.03.03. this Agreement has been duly executed and delivered by XXXXX and constitutes a legal, valid, and binding obligation, enforceable against SIDCO in accordance with the Agreement’s terms;
2.03.04. information about litigation to which SEI or SEI’s affiliates is a party shall be set forth in SEI Investments Company’s periodic SEC filings in accordance with the rules of the SEC and shall be publicly available on filings on Forms 10-Q, 10-K, and 8-K from time to time;
2.03.05. there is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon SIDCO or any of SIDCO’s properties or assets;
2.03.06. SIDCO is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely materially and adversely to affect, SIDCO’s business or financial condition; and
2.03.07. XXXXX is a member of Financial Industry Regulatory Authority (“FINRA”) and agrees to abide by all of the rules and regulations of FINRA, including, without limitation, the NASD Conduct Rules. XXXXX agrees to comply with all applicable federal and state laws, rules, and regulations as applicable to SIDCO. XXXXX agrees to notify the Adviser immediately in the event of XXXXX’s expulsion or suspension by FINRA.
Representations and Warranties by Xxxxx. Xxxxx hereby represents, warrants, covenants and agrees to and with Stockholders as follows:
Representations and Warranties by Xxxxx. Xxxxx represents and warrants to TL as follows (such representations and warranties to survive the completion of the issuance of the Shares to TL):
(a) Xxxxx has the full right, power and authority to sell, transfer and deliver the Shares to TL.
(b) Upon delivery of the certificates for the Shares, TL will have good, valid and marketable title thereto free and clear of any restriction, claim, lien, charge, encumbrance or equity whatsoever except (i) such restrictions on transfer as are required under federal and applicable state securities laws and (ii) as provided in this Agreement.
Representations and Warranties by Xxxxx. Buyer represents and warrants to Seller as follows:
Representations and Warranties by Xxxxx. Xxxxx represents and warrants to Arcelor as follows, which representations and warranties shall be true, complete and correct as of the date hereof and as of the Closing Date (regardless of whether or not they expressly refer to the Closing Date) and shall survive the Closing of the Transactions contemplated herein except as otherwise provided in this Agreement, and Arcelor’s right to rely on such representations and warranties shall not be impaired by any investigation hereto or hereafter made by or for Arcelor, any notice to Arcelor or any actual or constructive knowledge of Arcelor.
Representations and Warranties by Xxxxx. (a) Buyer represent and warrant that as of the date hereof:
Representations and Warranties by Xxxxx. Buyer represents and warrants to Seller that Buyer is a public body under the laws of the State of Minnesota; that Xxxxx is duly qualified to transact business in the State of Minnesota; that Xxxxx has the requisite power and authority to enter into this Agreement and Xxxxx’s Closing Documents signed by it; that such documents have been duly authorized by all necessary public action on the part of Buyer and have been duly executed and delivered; that the execution, delivery, and performance by Xxxxx of such documents do not conflict with or result in violation of any judgment, order, or decree of any court or arbiter to which Buyer is a party; and that such documents are valid and binding obligations of Buyer and are enforceable in accordance with their terms. Buyer will indemnify Seller, its successors and assigns, against, and will hold Seller, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys’ fees, that Seller incurs because of Xxxxx’s breach of any of the above representations and warranties. Each of the representations and warranties herein contained shall survive the Closing for a period of six months. In no event shall Buyer have any liability to Seller for any breach of a representation or warranty to the extent Seller had actual knowledge of such breach before Closing.
Representations and Warranties by Xxxxx. Buyer represents and warrants to Seller that Buyer is a municipal corporation under the laws of the State of Minnesota; that Xxxxx is duly qualified to transact business in the State of Minnesota; that Buyer has the power and authority to execute this Agreement and any Buyer’s Closing Documents signed by it; that this Agreement and all such documents have been duly authorized by all necessary city action on the part of Buyer and at the Closing shall have been duly executed and delivered; that the execution, delivery, and performance by Xxxxx of such documents does not conflict with or violate Buyer’s charter, or any judgment, order or decree of any court or arbiter or any agreement by which Buyer is bound; and that all such documents are valid and binding obligations of Buyer and are enforceable in accordance with their terms. Buyer represents and warrants that it has not retained a broker and has no knowledge of any brokerage fees associated with the sale or purchase of the Property other than Seller’s brokerage arrangement with Xxxx Xxxxxxxx and The Xxxxxxxx Group, Inc. These representations and warranties constitute a primary inducement for Seller to enter into this Agreement and shall survive the execution of this Agreement and continue for one (1) year following the delivery of the deed required by this Agreement. If said representations and warranties are at any time found to be false or inaccurate, Buyer will be in material breach of this Agreement.
Representations and Warranties by Xxxxx. Xxxxx represents and warrants to the Company that:
