Representations and Warranties of CEC. CEC represents and warrants to Buyers the following:
(a) CEC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. CEC is duly qualified to carry on its business in the State or States in which the Interests are located and in each State where failure to so qualify would have a material adverse effect upon its business or the Interests.
(b) CEC has all requisite power and authority to carry on its business as presently conducted and to enter into this Agreement and to perform its obligations hereunder.
(c) The execution, delivery and performance of this Agreement and the transactions contemplated herein have been duly and validly authorized by CEC.
(d) This Agreement has been duly executed and delivered on behalf of CEC, and all documents and instruments required hereunder to be executed and delivered by CEC at or prior to Closing shall have been duly executed and delivered. This Agreement does, and such documents and instruments shall, constitute legal, valid and binding obligations of CEC enforceable in accordance with their terms.
Representations and Warranties of CEC. CEC represents and warrants to the Noteholder as follows:
Representations and Warranties of CEC. CEC hereby represents and warrants to FCC that:
3.1 CEC will assume Fit-n-Healthy's liabilities which include a single debenture to Mr. John Payne in the amount of $50,000 in exchange FCC's sole membership xx Xxx-x-Xealthy and the System including, without limitation, the Marks and Recipes.
Representations and Warranties of CEC. CEC hereby represents and warrants, as of the date hereof and as of the Closing Date, to each Co-Invest LLC and to each Co-Investor as follows:
Representations and Warranties of CEC. CEC hereby represents and warrants to the PRC Shareholders as follows:
Representations and Warranties of CEC. CEC hereby represents and warrants to VoteCo as of the date of this Agreement as follows:
Representations and Warranties of CEC. 8 3.1 Organization . . . . . . . . . . . . . . . . . . . . 8 3.2 Qualification; Location of VA Business and Assets. . 8 3.3
Representations and Warranties of CEC. CEC represents and warrants to Buyer that the following representations and warranties are true and correct on the date hereof and will be true and correct as of the Closing Date:
Representations and Warranties of CEC. As of the date of this Agreement and the Closing Date, CEC makes the representations and warranties to the NEON Entities as set forth in each Section of this Section 4.
Representations and Warranties of CEC a. CEC, is a corporation established under the laws of and registered in the State of Delaware, and is in good standing under the laws of said jurisdiction
b. The purchase of a membership interest in Network has been duly authorized by CEC.
c. CEC represents that the membership interest will be acquired for investment only, and not with a view to resale, or offer for sale or in connection with the distribution or transfer thereof. Moreover, the membership interest is not being purchased for subdivision or fractionalization thereof, and that CEC does not have a contract, undertaking, agreement, or plans with any person or entity to sell, hypothecate, pledge, donate or otherwise transfer to any such person or entity any part of the membership interest.
d. CEC understands that the purchase of this membership interest is a speculative investment which involves a high degree of risk or loss. CEC represents that it has both the knowledge and experience in financial matters sufficient to evaluate the purchase of the membership interest and that it is able to bear the economic risk of the purchase.
e. CEC represents that it has sufficient funds available to complete this purchase.
