Representations and Warranties of Exeter Sample Clauses

Representations and Warranties of Exeter. Exeter represents and warrants to Chaparral that the statements contained in this Paragraph 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date. (a) Exeter is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. (b) Exeter has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Exeter, enforceable in accordance with its terms and conditions. Exeter need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. (c) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Exeter is subject or any provision of its charter or bylaws. (d) Exeter has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Chaparral could become liable or obligated. (e) Exeter holds of record and owns beneficially the Preferred Stock free and clear of any restrictions on transfer, taxes, security interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Exeter is not a party to any option, warrant, purchase right, or other contract or commitment that could require it to sell, transfer, or otherwise dispose of the Preferred Stock (other than this Agreement).

Representations and Warranties of Exeter. Exeter represents and warrants, jointly and severally, to the Company that (a) as of the date hereof, it beneficially owns and is entitled to vote an aggregate of 10,350,000 shares of Common Stock, and other than such ownership, none of Exeter nor any of its Affiliates or Associates beneficially owns or has voting rights with respect to any Company Interests, has any rights or options to own or acquire any Company Interests, has any economic exposure to any Company Interests, or owns or has economic exposure to any other properties, assets or liabilities of the Company or its subsidiaries, (b) Exeter is not now, and will not become, party to any agreement, arrangement or understanding (whether written or oral) with any Exeter Director with respect to such person’s service as a director on the Board or any Board committee (including any such agreement, arrangement or understanding with respect to how such person should or would vote or act on any issue or question as a director) and Exeter has not provided or agreed to provide, and will not provide, any compensation to any Exeter Director in connection with such person’s service on the Board or any Board committee, (c) this Agreement has been duly and validly authorized, executed and delivered by Exeter and constitutes a valid and binding obligation and agreement of Exeter, enforceable against Exeter in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (d) Exeter has the authority to execute this Agreement and to bind it thereto.

Representations and Warranties of Exeter. Exeter hereby represents and warrants that it: (a) is a captive insurance company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted; (b) is duly qualified to do business as a foreign person, and is in good standing, in each jurisdiction where the character of its properties or the nature of its activities make such qualification necessary; (c) is not in violation of any provisions of its Certificate of Incorporation or Bylaws; and (d) has full corporate power and authority to execute and deliver this Agreement and, assuming the adoption of this Agreement by the sole stockholder of Exeter in accordance with the DGCL and the Certificate of Incorporation and Bylaws of Exeter, consummate the Merger and the other transactions contemplated by this Agreement.