Representations and Warranties of Apollo. Apollo hereby represents and warrants to the Company as follows:
Representations and Warranties of Apollo. Apollo represents and warrants to the Sellers as follows:
Representations and Warranties of Apollo. Apollo hereby represents and warrants as follows:
a. Apollo has the requisite capacity to enter into, execute and deliver this Agreement, to consummate the transaction contemplated hereby, and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Apollo. This Agreement has been duly executed and delivered by Apollo. This Agreement constitutes a legal, valid and binding obligation of Apollo, enforceable against Apollo in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws, the rights of creditors generally, and general principles of equity.
b. Apollo owns the ALNG Shares free and clear of all liens, restrictions and claims of any kind. The ALNG Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of such shares.
c. Apollo is acquiring the EBI Shares for its own account for investment purposes and not with a view to, or for sale in connection with, any distribution thereof and has no present agreement or commitment providing for the disposition thereof. Apollo understands that (i) none of the EBI Shares has been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such state securities laws, (ii) the EBI Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the EBI Shares will bear a legend to such effect, and (iv) Earth Biofuels will make a notation on its transfer books to such effect.
d. Apollo acknowledges that it has received all the information requested from Earth Biofuels that Apollo considers necessary or appropriate for deciding whether to consummate the transactions contemplated by this Agreement. Apollo acknowledges that its representatives have had an opportunity to ask questions and receive answers concerning the EBI Shares and have had access to such other information concerning Earth Biofuels as Apollo has requested. Apollo further represents that its representativ...
Representations and Warranties of Apollo. Apollo represents and warrants to the Fund as follows and acknowledges that the Fund is relying on such representations and warranties in entering into this Agreement:
Representations and Warranties of Apollo. Apollo represents and warrants to the Sellers, as of August 6, 2015 and as of the Closing Date, as follows:
Representations and Warranties of Apollo. Except as disclosed in the Apollo Disclosure Schedule, Apollo represents and warrants to and for the benefit of ReShape as follows, in each case, as of the date hereof and as of the Closing Date:
Representations and Warranties of Apollo. Apollo hereby represents and warrants to the Company as follows as of the Effective Date:
(a) Apollo is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Apollo has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
(b) The execution and delivery by Apollo of this Agreement and the performance by Apollo of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) applicable Law, (y) its organizational documents, or (z) any contract or agreement to which it is a party.
(c) The execution and delivery by Apollo of this Agreement and the performance by Apollo of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part. This Agreement has been duly executed and delivered by Apollo and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Apollo, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
(d) None of the Apollo Entities owns any Voting Securities (without giving effect to the Apollo Closing Shares).
Representations and Warranties of Apollo. Apollo hereby represents and warrants to WCRF and to Merger Sub, as of the date of this Agreement, as of the Closing Date and as of the Effective Time (except as otherwise indicated, and except in each case as disclosed in the Apollo disclosure letter delivered as of the date hereof), as follows:
Representations and Warranties of Apollo. Apollo represents and warrants to Inovio that, as of the Effective Date:
(a) it has the full right and authority to grant the rights granted herein;
(b) all necessary consents, approvals and authorizations of all Regulatory Authorities, other governmental authorities and other persons or entities required to be obtained by Apollo in order to enter into this Agreement have been obtained;
(c) neither it nor any of its Affiliates (including any manager, director, officer, agent, distributor, employee or other person acting on behalf of or in the name of Apollo or its Affiliate, “Agents”):
(i) has been debarred or is subject to debarment, and neither Apollo nor any of its Affiliates or Agents will use in any capacity, in connection with the development, manufacture or commercialization of the Products, any person or entity who has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and Cosmetic Act, or who is the subject of a conviction described in such section or any action or conviction under a similar law in any country. Nor is any such action, suit, claim, investigation or legal or administrative proceeding pending or, to the best knowledge of Apollo, its Affiliates and Agents, threatened or likely to arise.
(ii) will, in connection with performance of the Agreement or exercising rights thereunder, make any actions or omissions that are prohibited by applicable law; and
(iii) neither (A) is, nor is controlled by, a person subject to sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or included on any list of restricted entities, persons or organizations published by the government of the United States of America including the List of Specially Designated Nationals and Blocked Persons, Denied Persons List, Entities List, Debarred Parties List, or Excluded Parties List or the like, or any similar Applicable Law (any such person, a “Restricted Party”) nor (B) has engaged in any unlicensed transaction with any Restricted Party or has otherwise been in breach of any such sanctions, export controls, restrictions or any similar foreign, federal or state Applicable Law; and
(d) Apollo does not have any knowledge that any of Inovio’s representations and warranties set forth in Sections 14.1 and 14.2 above are inaccurate.
Representations and Warranties of Apollo. Apollo represents and warrants to the Company that:
3.1. Corporate Organization ----------------------
(a) Apollo is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. AP-MM KEI Holdings, LLC, the managing member of Apollo, is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Apollo Real Estate Investment Fund II, L.P., is a limited liability partnership duly organized, validly existing and in good standing under the laws of the State of Delaware (the "Fund"). AP-MM KEI Holdings, LLC owns 1% of the equity interest in Apollo and the Fund owns the remaining 99% of the equity interest in Apollo. Apollo Real Estate Advisors II, L.P. is a limited liability partnership duly organized, validly existing and in good standing under the laws of the State of Delaware ("Advisors"). Advisors is the general partner of the Fund.
(b) Apollo has all requisite power and authority and has all necessary approvals, licenses, permits and authorizations to own its properties and to carry on its business as now conducted. Xxxxxx has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(c) Xxxxxx has filed all necessary documents to qualify to do business as a foreign limited liability company in, and Xxxxxx is in good standing under the laws of, each jurisdiction in which the conduct of Xxxxxx's business or the nature of its properties requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business, properties, results of operations or financial condition of Apollo and its Affiliates taken as a whole (an "Apollo Material Adverse Effect").
3.2. Apollo's Ownership of the Company Securities -------------------------------------------- As of the date hereof, Apollo and its Affiliates Beneficially Own 1,713,240 shares of the Company's Common Stock, which include (a) 582,598 shares of the Company's Common Stock owned outright, which are the "Existing Apollo Shares" and (b) options to purchase a total of 1,130,642 additional shares of Common Stock, which are the Option Shares, under and pursuant to Apollo's right under (i) that certain Option Agreement, dated as of May 22, 1996 by and between Kronus Property Holdings, L.L.C., an Affiliate of Apollo ("Kronus"), and TCW Special Credits, for itself and as general partner or inve...
