Representations and Warranties of Holdco. HoldCo represents and warrants to each Shareholder, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period:
(a) It is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. It has all corporate power and authority to execute, deliver and perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger). This Agreement has been duly executed and delivered by it and, assuming this Agreement constitutes a valid and binding obligation of each Shareholder, constitutes a legal, valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any of its obligations hereunder in any material respect, the execution and delivery of this Agreement by it do not, and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (a) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights ...
Representations and Warranties of Holdco. HoldCo hereby represents and warrants to the Investors that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on HoldCo’s part and do not contravene any provision of HoldCo’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on HoldCo or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by HoldCo have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by HxxxXx and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than HoldCo) constitutes a legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, subject to the Enforceability Exceptions.
Representations and Warranties of Holdco. Holdco represents and warrants as of the date hereof as follows:
Representations and Warranties of Holdco. Holdco hereby represents and warrants to Seller as follows:
Representations and Warranties of Holdco. Holdco represents and warrants to each Rollover Stockholder that:
Representations and Warranties of Holdco. Holdco represents and warrants to the Company and Purchaser, as of the date of this Agreement and as of the Closing, as follows:
Representations and Warranties of Holdco. Holdco hereby represents and warrants to the Investor as of the date hereof and as of the Closing Date that the representations and warranties applicable to Old HQ and VANTAS contained in Sections 4(A) and 5(A), respectively, of the Merger Agreement are true and correct with the same force and effect as though made at and as of the date hereof. In addition, Holdco represents and warrants to the Investor as of the date hereof and as of the Closing Date as to the following matters:
Representations and Warranties of Holdco. Holdco represents and warrants to each Investor that:
(a) The Contribution Shares and the Mandatory Convertible Preferred Shares will have been duly authorized prior to the Contribution Time and, when so issued, will have been validly issued, fully-paid, free and clear of any and all Encumbrances.
(b) The execution, delivery and performance by Holdco of this Agreement will not (i) violate any order, judgment or decree applicable to Holdco or any of its Affiliates or (ii) conflict with, or result in a breach or default under, any agreement or instrument to which Holdco or any of its Affiliates is a party or any term or condition of its Organizational Documents, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on Holdco’s ability to satisfy its obligations hereunder.
(c) Holdco is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Holdco has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Holdco and (assuming due authorization, execution and delivery by Xxxxxx and the Investors) constitutes a valid and binding agreement of Holdco, enforceable against Holdco in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other Applicable Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at Applicable Law), and no other action is necessary to authorize the execution and delivery by Holdco or the performance of Holdco’s obligations hereunder.
Representations and Warranties of Holdco. Holdco hereby represents and warrants as follows:
Representations and Warranties of Holdco. Holdco represents and warrants to the Owners that the statements contained in this Article 5 are true, accurate and complete as of the date hereof and as of the Closing Date (unless a specific date is set forth in such representation or warranty, in which case such representation or warranty is true and correct as of such specific date):
