REPRESENTATIONS AND WARRANTIES OF PHOENIX. All representations and warranties made by Phoenix in this Agreement shall be true and correct on and as of the Closing Date as if again made by Phoenix on and as of such date.
REPRESENTATIONS AND WARRANTIES OF PHOENIX. Phoenix represents and warrants to the Vendors that:
REPRESENTATIONS AND WARRANTIES OF PHOENIX. Phoenix represents, warrants and agrees as follows:
REPRESENTATIONS AND WARRANTIES OF PHOENIX. SECTION 3.01. Organization, Authority and Qualification 4 SECTION 3.02. No Conflicts; Consents 4 SECTION 3.03. Securities 5 SECTION 3.04. Accredited Investor; Investigation 5 SECTION 4.01. Organization, Authority and Qualification 5 SECTION 4.02. No Conflicts; Consents 6 SECTION 4.03. Securities 6 SECTION 5.01. Consents and Approvals 7 SECTION 5.02. Registration Rights 7 SECTION 5.03. Resale and Transfer of Securities. 7 SECTION 5.04. Confidentiality 8 SECTION 5.05. Negotiations 8 SECTION 5.06. Further Assurances; Reasonable Best Efforts 9
REPRESENTATIONS AND WARRANTIES OF PHOENIX. Phoenix hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PHOENIX. Except as disclosed in the Phoenix Disclosure Memorandum, Phoenix and Sub hereby represent and warrant to Emerald as follows:
REPRESENTATIONS AND WARRANTIES OF PHOENIX. Phoenix hereby represents and warrants to Dyad as follows:
REPRESENTATIONS AND WARRANTIES OF PHOENIX. Phoenix represents and warrants to LIG as follows:
REPRESENTATIONS AND WARRANTIES OF PHOENIX. Phoenix hereby represents and warrants to PFPC as follows:
REPRESENTATIONS AND WARRANTIES OF PHOENIX. Phoenix represents and warrants to the Company as follows:
(a) Phoenix is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Except for the Phoenix Securities, neither Phoenix nor any of its Affiliates beneficially owns any Common Stock or any options, warrants or rights of any nature (including conversion and exchange rights) to acquire beneficial ownership of any Common Stock.
(c) Phoenix has full legal right, power and authority to enter into and perform this Agreement, and the execution and delivery of this Agreement by Phoenix have been duly authorized by all necessary corporate action on behalf of Phoenix. This Agreement is enforceable against Phoenix in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or an action at law).
(d) The execution, delivery and performance of this Agreement by Phoenix does not and will not conflict with or constitute a violation of or default under the Charter or Bylaws (or comparable documents) of Phoenix, or any statute, law, regulation, order or decree applicable to Phoenix, or any contract, commitment, agreement, arrangement or restriction of any kind to which Phoenix is a party or by which Phoenix is bound, other than such violations as would not prevent or materially delay the performance by Phoenix of its obligations hereunder or otherwise subject the Company to any material claim or liability.
