REPRESENTATIONS AND WARRANTIES OF HARBINGER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF HARBINGER. Harbinger represents and warrants to the Stockholder as follows:
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REPRESENTATIONS AND WARRANTIES OF HARBINGER. Harbinger acknowledges that (i) the representations and warranties in this Article IV have been a material and necessary inducement for the Company and MSV to agree to enter into this Agreement and the Stock Purchase Agreement and to accept the contribution of the Contribution Assets and to issue the Harbinger Shares and (ii) the Company and MSV are relying on such representations and warranties. Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered to the Company by Harbinger concurrently with the execution and delivery of this Agreement (the "Harbinger Disclosure Schedule"), or to the extent that the qualifying nature of such disclosure with respect to another section or subsection is reasonably apparent on the face of the Harbinger Disclosure Schedule, each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund represents and warrants to the Company and MSV as of the date hereof and, other than with respect to Section 4.3, as of the Notification Date:
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REPRESENTATIONS AND WARRANTIES OF HARBINGER. With such exceptions as are set forth in a letter (the "Harbinger Disclosure Letter") delivered by Harbinger to Premenos prior to the execution of this Agreement, Harbinger represents and warrants to Premenos as follows: Section
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REPRESENTATIONS AND WARRANTIES OF HARBINGER. 24 Section 4.1. Organization 24 Section 4.2. Authorization 24 Section 4.3. Absence of Restrictions and Conflicts 24 Section 4.4. Capitalization 25 Section 4.5. Capital Stock of Harbinger Subsidiaries 25 Section 4.6. SEC Reports 26 Section 4.7. Financial Statements 26 Section 4.8. Absence of Certain Changes 27 Section 4.9. Legal Proceedings 28 Section 4.10. Compliance with Law 28 Section 4.11. Patents, Trademarks, Trade Names 28 Section 4.12. Licensed Software 29 Section 4.13. Trade Secrets 30 Section 4.14. Proxy Statement and Registration Statement 31 Section 4.15. Pooling 31 Section 4.16. Brokers, Finders and Investment Bankers 31 Section 4.17. Disclosure 31 Section 4.18. Opinion of Financial Advisor 32 Section 4.19. Interim Operations of HarbingerSub 32
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REPRESENTATIONS AND WARRANTIES OF HARBINGER. Harbinger hereby represents and warrants to the Company as follows: (a) Harbinger has beneficial ownership of 10,000,000 shares of common stock of the Company and has full power and authority to enter into this Agreement and to bind the entire number of shares of the common stock of the Company which it holds, or may hold, including any shares purchased in the future, to the terms of this Agreement. (b) This Agreement constitutes a valid and binding agreement of the Harbinger. No “affiliate” or “associate” (as such terms are defined in the Securities Exchange Act of 1934, as amended) of Harbinger beneficially owns any shares or rights to acquire shares of common stock of the Company. (c) There are no arrangements, agreements or understandings between Harbinger and Xx. Xxxxx other than as set forth in the Schedule 14A or the Schedule 13D.
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REPRESENTATIONS AND WARRANTIES OF HARBINGER. Harbinger represents and warrants to Optionee as follows:
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REPRESENTATIONS AND WARRANTIES OF HARBINGER. Section 4.1 Corporate Status, Power and Authority...........................31 Section 4.2 No Conflicts....................................................32 Section 4.3
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REPRESENTATIONS AND WARRANTIES OF HARBINGER. A-24 Section 4.1. Organization................................................ A-24 Section 4.2. Authorization............................................... A-24 Section 4.3. Absence of Restrictions and Conflicts....................... A-24
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Related to REPRESENTATIONS AND WARRANTIES OF HARBINGER

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of Members By execution and delivery of this Agreement or an Adherence Agreement, as applicable, each of the Members, as of the date such Member acquired Units, represents and warrants to the Company and acknowledges that: (a) Such Member understands that the Units have not been registered under the Securities Act or the securities laws of any other jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering and cannot be disposed of unless (i) they are subsequently registered or exempted from registration under the Securities Act and (ii) the provisions of this Agreement have been complied with; (b) If such Member did not receive its Units pursuant to an equity incentive plan (including the Incentive Plan), such Member is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act, and agrees that it shall not take any action that could have an adverse effect on the availability of the exemption from registration provided by Rule 506 promulgated under the Securities Act with respect to the offer and sale of the Units; (c) Such Member’s Units are being acquired for its own account solely for investment and not with a view to resale or distribution thereof; (d) Such Member has had the opportunity to conduct its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries and such Member acknowledges that it has been provided adequate access to the personnel, properties, premises and records of the Company and the Company Subsidiaries for such purpose; (e) The determination of such Member to acquire Units has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries that may have been made or given by any other Member or by any agent or employee of any other Member; (f) Such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed decision with respect thereto; (g) Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (h) The execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default in any material respect under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; (i) This Agreement is valid, binding and enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity); and (j) Neither the issuance of any Units to such Member nor any provision contained herein shall entitle such Member to remain in the employment of the Company or any Company Subsidiary or affect the right of the Company or any Company Subsidiary to terminate such Member’s employment at any time for any reason, other than as otherwise provided in such Member’s employment agreement or other similar agreement with the Company or Company Subsidiary, if applicable.

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • Representations and Warranties of Party A Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

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