REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Except as set forth on Schedule 2.4, Millennium represents and warrants to each other Party as follows:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby makes the following representations and warranties:
(a) Millennium is a limited partnership duly organized, validly existing and in good standing under the laws of the State of New York.
(b) The execution and the delivery by Millennium of this Agreement, its purchase of the Shares and the conveyance, transfer and assignment of the MEP Assigned Interests and the Note hereunder, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) require any authorization, consent or approval not heretofore obtained pursuant to, any Contractual Obligation or Requirement of Law to which Millennium is a party or is otherwise subject (excluding the consents described in Paragraph 5(d) hereof).
(c) Millennium as of the Closing will hold, and upon the consummation of the transfer contemplated hereby SCC will hold, the MEP Assigned Interests and the Note free and clear of all Liens, except as contained in the Partnership Agreement or as permitted by SCC, and has full power and legal right and authority to assign and transfer the MEP Assigned Interests and the Note to SCC. This Agreement constitutes the legal, valid and binding obligation of Millennium and is enforceable against Millennium in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws or proceedings affecting creditors rights generally and to general equitable principles.
(d) The principal outstanding under the Note is $2,500,000. No defaults by Millennium exist under the Note; and, to the knowledge of Millennium, the Partnership has no offsets, setoffs, claims or defenses with respect to its obligations under the Note.
(e) Millennium is purchasing the Shares for its own account for investment and not with a view to, or for resale in connection with, any "distribution" thereof for purposes of the Act. Millennium is an "accredited investor" as such term is defined in Regulation D under the Act. Millennium acknowledges that the Shares shall be "restricted securities" within the meaning of Rule 144 ("Rule 144") of the Securities and Exchange Commission ("SEC") under the Act, will contain a transfer restriction legend and may only be resold pursuant to an effective registration statement filed with the SEC under the Act, or pursuant to Rule 144 or another valid exemption from the registration requirements of the Act as established by an opinion o...
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. 10.1 Millennium is duly organized and validly existing under the laws of the State of New York and it has all necessary corporate authority to execute this Agreement and perform the Services hereunder.
10.2 Millennium has the power and authority to carry on its business as now being conducted;
10.3 This Agreement and the transactions contemplated hereby have been approved by all necessary corporate action on the part of Millennium; and
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium warrants to BCA and the BCA Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium represents, warrants and covenants to Licensee as follows:
(a) Millennium has the 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 Millennium, enforceable in accordance with its terms and conditions. Millennium 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.
(b) Millennium has heretofore developed the Licensed Technology and owns the Licensed Technology free and clear of all liens, claims and encumbrances.
(c) There are no pending, and to the knowledge of Millennium as of the Effective Date, any threatened, actions, suits, investigations, claims or proceedings in any way relating to the Licensed Technology.
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Except as set forth in (i) the Millennium Annual Report on Form 10-K for the year ended December 31, 2003 (excluding the documents filed as exhibits thereto to the extent that the information is only set forth in such exhibit) (the “Millennium 2003 10-K”) or (ii) the disclosure letter delivered to Lyondell by Millennium at or prior to the execution hereof (the “Millennium Disclosure Letter”) and which either makes reference to the particular subsection of this Agreement to which exception is being taken or for which the disclosure in the Millennium Disclosure Letter is sufficiently obvious on its face to give Lyondell reasonable notice that it applies as an exception to another representation and warranty in this Article 5, Millennium represents and warrants to Lyondell the following:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby represents and warrants to Compass that the statements contained in this Article III are true and correct, subject to any exceptions that have been disclosed by Millennium to Compass in connection with this Agreement.
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Except as set forth on the Disclosure Schedule delivered by MILLENNIUM and MERGER SUB to MIDWEST (the “MILLENNIUM Disclosure Schedule”), MILLENNIUM and MERGER SUB hereby represent and warrant to MIDWEST as follows:
REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby represents and warrants to the Company that: * The confidential portion has been so omitted and filed separately with the Securities and Exchange Commission (“SEC”).
