Representations and Warranties of Founders. The Company, on behalf of the Founders, represents and warrants to Buyer as follows:
Representations and Warranties of Founders. Each Founder, severally, and not jointly or jointly and severally, represents and warrants to the Company as follows:
(a) The execution, delivery and performance by such Founder of this Agreement and the consummation by such Founder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to such Founder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the Organizational Documents of such Founder) or (iv) conflict with, violate or result in a breach of or constitute a default under any provision of such Founder’s Organizational Documents (if such Founder is an entity) or any agreement to which such Founder is a party.
(b) As of the date of this Agreement, such Founder (i) owns exclusively of record and has good, valid and marketable title to the Shares set forth opposite the Founder’s name on Exhibit A free and clear of any and all Liens, options, rights of first refusal and limitations on such Founder’s voting rights (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the Organizational Documents of such Founder), (ii) has the sole power (as currently in effect) to vote and the full right, power and authority to sell, transfer and deliver such Shares, and the power to agree to all of the matters applicable to such Founder set forth in this Agreement and (iii) as of the date of this Agreement, such Founder does not own any rights to purchase or acquire, directly or indirectly, any other Shares.
(c) Such Founder has the full power, authority and capacity to execute, deliver and perform this Agreement, and that this Agreement has been duly authorized, executed and delivered by such Founder.
Representations and Warranties of Founders. Founders represent and warrant to Priority that all of the statements contained in this ARTICLE III are true as of the date hereof and as of the Effective Time.
Representations and Warranties of Founders. The Founders jointly and severally represent and warrant to each of the Purchasers as follows:
Representations and Warranties of Founders. Each of the Founders hereby represents, warrants and undertakes with respect to himself only, to Purchaser, and acknowledges that the Purchaser is entering into this Agreement in reliance thereon, that:
3.1. He has the full power and authority to execute and perform this Agreement and this Agreement constitutes his valid and binding obligation, enforceable against him in accordance with its terms.
3.2. He is the lawful owner of the Transfer Shares to be sold hereunder and upon sale and delivery of, and payment for, the Transfer Shares, as provided herein, he shall convey to the Purchaser good and marketable title to the Transfer Shares, free and clear of any and all liens, encumbrances, equities, claims, restrictions (except as set forth in the Company’s Articles of Association), options, proxies or other agreements of any kind whatsoever (“Lien”).
3.3. The execution and performance by Founder of this Agreement do not conflict with, or result in a breach or violation of, any agreement, judgment, order, laws or regulations applying to Founder, and do not require the consent or approval of any person, which consent or approval has not been obtained prior to the Closing hereof.
3.4. To the best of the Founder’s knowledge, no material claim has been brought against him, or is intended to be brought against him in any court of law or otherwise that would affect the sale of the Transfer Shares, or the transactions contemplated hereunder. The Founder has not initiated bankruptcy proceedings, nor does the Founder intend to initiate bankruptcy proceedings, nor is the Founder aware of any cause for any third party to initiate bankruptcy proceedings against the Founder.
3.5. Founder has had the opportunity to consult with an independent tax, financial and/or legal advisor with respect to the sale of the Transfer Shares prior to executing this Agreement, and Founder represents that the Consideration (as may be adjusted) for the Transfer Shares being transferred hereunder have been mutually agreed to by the Founders and the Purchaser.
Representations and Warranties of Founders. Each of the Founders, severally and not jointly, represents and warrants to Vuzix on the Effective Date and as of the date on which they are being issued Vuzix Common Stock under this Agreement as follows:
Representations and Warranties of Founders. S. Xxxxx Xxxxxxxxxx ------------------------------------------ ("Xxxxxxxxxx") and Xxx X. Xxxxx ("Xxxxx") (individually, the "Founder") each represents and warrants to each Investor as follows:
Representations and Warranties of Founders. FOUNDERS hereby represents and warrants to NFRM as follows:
Representations and Warranties of Founders. Each of the Founders, jointly and severally, represents and warrants and agrees with Buyer, except as set forth in the Disclosure Schedule, as follows:
Representations and Warranties of Founders. Each of the Founders ------------------------------------------ severally represents and warrants to the Purchasers as follows:
