Representations and Warranties of Employer. Employer hereby represents and warrants to Executive that: (i) this Agreement has been duly authorized by the Board, executed and delivered by Employer, and constitutes the valid and binding agreement of Employer, enforceable against Employer in accordance with its terms; and (ii) Employer has the full power authority to execute, deliver and perform this Agreement and has taken all necessary action to secure all approvals required in connection herewith.
Representations and Warranties of Employer. The Company represents and warrants that the execution of this Agreement has been duly authorized by resolution of its Board of Directors, and that this Agreement constitutes a valid and binding obligation of Employer in accordance with its terms.
Representations and Warranties of Employer. Employer represents and warrants that the execution of this Agreement has been duly authorized by resolution of its Board of Directors, and that this Agreement constitutes a valid and binding obligation of Employer in accordance with its terms.
Representations and Warranties of Employer. Employer represents and warrants to Executive that, as of the date hereof and throughout the term of this Agreement:
(a) It is not and will not in any way whatsoever be contractually restricted or prohibited from entering into this Agreement and performing its obligations herein contained; and
(b) Its execution of this Agreement, and its performance of its obligations herein contained, do not and will not constitute a default or an event that, with or without notice or lapse of time or both, would be a default, breach or violation of any agreement, contract, instrument or arrangement to which it is a party or by which it is bound.
Representations and Warranties of Employer. Employer hereby represents and warrants to Employee as follows:
(a) Employer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder;
(b) Employer has duly executed and delivered this Agreement;
(c) all necessary corporate actions required to be taken by or on behalf of Employer to authorize it to execute, deliver and perform its obligations under this Agreement have been taken and this Agreement constitutes Employer’s legal, valid and binding obligation, enforceable against Employer in accordance with the terms hereof;
(d) the execution and delivery of this Agreement and the consummation by Employer of the transactions contemplated hereby in the manner contemplated hereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any applicable law, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to Employer or by which Employer or any material portion of its properties is bound;
(e) except for any applicable filings under federal and state securities laws, no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by Employer in connection with the execution and delivery of this Agreement or the performance of Employer’s obligations hereunder; and
(f) upon issuance of the Issued Stock, the Issued Stock will represent duly authorized, validly issued and non-assessable shares of Common Stock and Employee shall be the record owner of the Issued Stock
Representations and Warranties of Employer. Employer represents and warrants to Xxxxx Fargo Home Equity that:
(1) Employer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it has been incorporated and has the corporate power and authority necessary to own its assets, carry on its business and enter into and perform its obligations hereunder.
(2) The execution, delivery and performance of this Agreement are within Employer’s power and authority, have been duly authorized by all necessary corporate action, and do not contravene (i) Employer’s articles of incorporation or by-laws, (ii) any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, or (iii) any contractual restriction binding on or affecting Employer or its assets.
(3) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or performance by Employer of this Agreement.
(4) The Agreement is, or when executed and delivered by Employer will be, the legal, valid and binding obligation of Employer enforceable against Employer in accordance with its terms.
Representations and Warranties of Employer. 1.1 Employer represents and warrants that:
Representations and Warranties of Employer. Employer hereby represents and warrants to Buyer as follows:
Representations and Warranties of Employer. Employer represents and warrants that: (a)it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to enter into this Agreement and perform its obligations hereunder; (b)the execution, delivery and performance by Employer of this Agreement have been duly authorized by all necessary action on the part of Employer and no further action or approval is required in order to constitute this Agreement as the valid and binding obligations of Employer, enforceable in accordance with its terms; and (c)the execution and delivery by Employer of this Agreement does not, and the provision of Services by Employer contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, (i) Employer’s certificate of incorporation or bylaws or (ii) any material contract, agreement or instrument by which Employer is bound. 6.04
Representations and Warranties of Employer. Employer represents and warrants to the Plan at the time of execution of this Agreement and throughout the term of this Agreement as follows:
a. If an organization, Employer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
b. Employer's documents required to be delivered to the Plan pursuant to paragraph 6 of this Agreement are accurate and complete;
c. If Employer does not have 20 or more individuals in current employment status for each working day in each of 20 or more calendar weeks in the current and preceding calendar years, the group health plan maintained by Employer has taken the steps required to elect to have Medicare as primary payer for Medicare- eligible employees/members and their covered dependents;
d. Employer has not denied and will not deny either individual participation or the Plan's coverage, directly or indirectly, based upon age, sex, health status, or occupation of any employee or any covered dependent;
e. All employees of Employer, or all of any class or classes thereof determined by conditions pertaining to their employment or a combination of such conditions and conditions pertaining to family status, are eligible for coverage through Employer; and
f. The premiums for the coverage are paid by Employer, either from Employer’s funds, or from amounts contributed by Employer’s employees, or jointly from amounts contributed by Employer and the employees. If no amounts are contributed by the employees, then all employees (or all of any class or classes thereof determined by conditions pertaining to their employment or a combination of such conditions and conditions pertaining to family status) are covered at all times. If all or part of the premium is derived from amounts contributed by the employees, then at least the percentage of employees required by the Plan's minimum participation rules, which shall be at least 50% (or, if less, 50 of the employees) are covered at all times.
