Representations and Warranties of Acquiror and Newco. Acquiror and Newco jointly and severally represent and warrant to the Stockholder as follows:
a. Each of Acquiror and Newco is duly organized and validly existing and in good standing under the laws of the State of Delaware, has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, deliver and performance of this Agreement. This Agreement has been duly and validly executed and delivered by each of Acquiror and Newco and constitutes the legal, valid and binding obligation of each of Acquiror and Newco, enforceable against each of Acquiror and Newco in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
b. The execution and delivery of this Agreement by each of Acquiror and Newco does not, and the performance by each of Acquiror and Newco of its obligations hereunder will not, constitute a violation of, conflict with, or result in a default (or an event which, with notice or lapse of time or both, would result in a default) under, its certificate of incorporation or bylaws or any contract, commitment, agreement, understanding, arrangement
Representations and Warranties of Acquiror and Newco. Except as disclosed in a document dated as of the date of this Agreement and delivered by Acquiror and Newco to Target prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the “Acquiror Disclosure Schedule”), Acquiror and Newco hereby represent and warrant to Target as follows:
Representations and Warranties of Acquiror and Newco. 25 SECTION 4.01 Organization and Good Standing.......................................................25 SECTION 4.02 Capitalization of Acquiror and Newco.................................................26 SECTION 4.03 Authority of Acquiror and Newco......................................................27 SECTION 4.04 Consents and Approvals; No Violations................................................27 SECTION 4.05
Representations and Warranties of Acquiror and Newco. Acquiror and Newco, jointly and severally, represent and warrant to Target as follows:
Representations and Warranties of Acquiror and Newco. As a material inducement to eNexi to execute this Agreement and to consummate the Merger and the other transactions contemplated hereby, Acquiror and Newco hereby jointly and severally make the following representations and warranties:
Representations and Warranties of Acquiror and Newco. As a material inducement to Boxing and the Stockholders to execute this Agreement and to consummate the Bridge Loan, the Merger and the other transactions contemplated hereby, Acquiror hereby makes the following representations and warranties:
Representations and Warranties of Acquiror and Newco. The Acquiror and Newco represent and warrant as follows:
Representations and Warranties of Acquiror and Newco. Each of Acquiror and Newco represents and warrants to the Company that:
Representations and Warranties of Acquiror and Newco. Acquiror and Newco, jointly and severally, represent and warrant to Target and each of the Shareholders as follows:
Representations and Warranties of Acquiror and Newco. As a material inducement to Boxing and the Stockholders to execute this Agreement and to consummate the Bridge Loan, the Merger and the other transactions contemplated hereby, Acquiror hereby makes the following representations and warranties. The representations and warranties are true and correct in all material respects at this date, and will be true and correct in all material respects on each Closing Date as though made on and as of such date:
