REPRESENTATIONS AND WARRANTIES OF LISTCO. ListCo hereby represents and warrants to Shareholder and the Company as of the date hereof and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF LISTCO. ListCo shall represent and warrant to SBLA, as of the date of the New LLC Contribution, that (i) it owns good and marketable title to all of the ListCo Class A Common Shares or ListCo BDRs issued to SBLA pursuant to the New LLC Contribution, and such interests are free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, and (ii) upon consummation of the New LLC Contribution, SBLA shall have good and valid title to the ListCo Class A Common Shares or ListCo BDRs contributed to SBLA pursuant to the New LLC Contribution, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever.
REPRESENTATIONS AND WARRANTIES OF LISTCO. LISTCO hereby makes the following representations and warranties to HIMAX:
1. LISTCO is a limited liability corporation duly organized, existing and in good standing under, and by virtue of, the laws of Cayman Islands. LISTCO has the requisite corporate power and has obtained all necessary governmental approvals, licenses, certificates, and permission to carry on its business as now conducted.
2. The execution and performance of this Agreement by LISTCO will not cause LISTCO to be in breach of any laws, regulations, LISTCO’s Articles of Incorporation, rulings or decisions from courts or other competent authorities or any contracts, representations, warranties, commitments, promises or any other agreements made by LISTCO and this Agreement is legally binding on LISTCO.
3. LISTCO has obtained all necessary consents and approvals from its board of directors’ meeting to execute this Agreement.
4. LISTCO has conducted its business in accordance with all relevant laws and regulations and is not in violation of any laws or regulations that may adversely affect its performance of this Agreement.
REPRESENTATIONS AND WARRANTIES OF LISTCO. Except as set forth in the ListCo Disclosure Schedules to this Agreement delivered by the ListCo dated as of the date of this Agreement, or except as set forth in any of ListCo’s SEC Reports filed with or furnished to the SEC prior to the date of this Agreement and that is reasonably apparent on the face of such disclosure to be applicable to the representation and warranty set forth herein (excluding any disclosures in any “risk factors” or “forward-looking statements” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), the ListCo represents and warrants to the Company and Company Shareholders as follows, as of the date hereof and as of the date of the Closing:
