Representations and Warranties of NexGen Sample Clauses

Representations and Warranties of NexGen. Except as qualified by the NexGen Disclosure Letter, NexGen hereby makes to and in favour of Clermont the representations and warranties as set forth in Schedule "B" to this Agreement and acknowledges that Clermont is relying upon such representations and warranties in connection with entering this Agreement and agreeing to complete the Amalgamation and the other transactions contemplated herein.

Representations and Warranties of NexGen. As of the Closing Date, NexGen hereby represents and warrants to ADA and the Company as follows: (a) NexGen is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Wyoming. (b) NexGen has all requisite limited liability company power and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement. The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with, any provision of NexGen's organizational documents, limited liability company agreement, other governing documents, or any agreement or instrument to which NexGen is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to NexGen. (c) This Agreement has been duly executed and delivered on behalf of NexGen. At the Closing, this Agreement and all other documents and instruments required hereunder to be executed and delivered by NexGen shall have been duly executed and delivered. This Agreement constitutes the legal, valid and binding obligation of NexGen enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) NexGen is an "accredited investor," as defined in Rule 501 of Regulation D under the Act, and has such knowledge and sophistication in business and financial matters that it is capable of evaluating the merits and risks inherent in the purchase of the Purchased Units. (e) NexGen is the sole party in interest to this Agreement, is acquiring the Purchased Units for investment for NexGen's own account, and not on behalf of any other person. NexGen is acquiring the Purchased Units for investment purposes only and not for subsequent resale or distribution. NexGen has no present agreement, understanding, arrangement, or intent to subdivide, sell, assign, transfer or otherwise dispose of all or any part of the Purchased Units to any other person. (f) NexGen has incurred no liability, contingent or otherwise, for brokers' or finders' fees relating to the transactions contemplated by this Agreement for which ADA or the Company shall have any responsibility whatsoever.

Representations and Warranties of NexGen. Except as set forth in the schedule of disclosures and exceptions delivered to AMD contemporaneously with the execution of this Agreement and initialled by an officer of NexGen (the "NexGen Disclosure Schedule"), the sections of which are numbered to correspond to the section numbers of this Agreement, NexGen represents and warrants to AMD and AMD Merger as follows:

Representations and Warranties of NexGen. NexGen represents and warrants to the other parties as of the date hereof as follows: a. NexGen is duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and is duly licensed or qualified to do business and in good standing in every state in which the nature of its business or ownership of its property requires such licensing or qualification. b. The execution, delivery, and performance of this Agreement and the transactions contemplated hereby are within NexGen’s corporate or other organizational powers. The execution, delivery, and performance of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary and appropriate corporate or other organizational action. The execution, delivery, and performance of this Agreement and the transactions contemplated hereby are not in contravention of any law or the terms of NexGen’s operating agreement or other organizational documents or any amendment thereto, or of any material indenture, obligation, document, instrument, contract or understanding (whether written or oral) to which NexGen is a party or by which NexGen or any of NexGen’s material property is bound or affected. c. This Agreement constitutes the legal, valid, and binding obligation of NexGen enforceable in accordance with the terms hereof, except as enforceability may be limited by applicable bankruptcy and insolvency laws, laws affecting creditors’ rights generally or general principles of equity. d. No consent, license, approval, or authorization of, or registration, declaration, or filing with, any court, governmental body or authority, or other person or entity, is required in connection with the valid execution, delivery, or performance of this Agreement by NexGen.