Representations and Warranties of Principal. Principal represents and warrants to Purchaser that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4).
(a) Principal has the power and authority to execute, deliver and perform such Principal’s obligations under this Agreement and to sell, assign, transfer and deliver to Purchaser the Principal Shares as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by Principal of this Agreement and the consummation of the transactions contemplated hereby.
(b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by Principal will violate or result in a breach of any term or provision of any agreement to which Principal is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of Principal under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to Principal or any properties or assets of Principal.
(c) This Agreement has been duly and validly executed by Principal, and constitutes the valid and binding obligation of Principal, enforceable against Principal in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies.
(d) The Principal Shares are owned beneficially and of record by Principal and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof. Principal owns the Principal Shares free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the Principal Shares to Purchaser, Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. There are no agreements relatin...
Representations and Warranties of Principal. As of the date hereof, and as of the Closing, Principal represents and warrants to CBI and TWO as follows:
Representations and Warranties of Principal. Principal hereby represents and warrants to Purchaser as follows:
Representations and Warranties of Principal. 19 Section 8.01. Representations and Warranties of Principal............. 19
Representations and Warranties of Principal. Principal represents and warrants to Manufacturer as of the Effective Date that:
Representations and Warranties of Principal. Equity Owners to ---------------------------------------------------------------------- Parent. ------- Each Principal Equity Owner, severally and not jointly, hereby represents and warrants to Parent with respect to himself or herself or any Xxxxxxxx Entity in which he or she owns any Equity Interests, as follows:
Representations and Warranties of Principal. PRINCIPAL hereby represents and warrants that:
(a) PRINCIPAL has rights necessary to grant the licenses granted herein,
(b) PRINCIPAL has the full right, authority and power to enter into this Agreement, and
(c) there is no outstanding assignment, grant, license, encumbrance, agreement contract or other arrangement, either written, oral or implied, that conflicts herewith except as set forth in Schedule E.
Representations and Warranties of Principal. The Principal represents and warrants to the Investor that:
Representations and Warranties of Principal. SHAREHOLDERS The Principal Shareholders severally, and not jointly, hereby represent and warrant to the Purchaser as follows: SECTION
Representations and Warranties of Principal. Principal represents and warrants to Coventry and Newco that except as expressly set forth in the correspondingly numbered section on the disclosure schedule delivered with the execution hereof to Coventry (the "Principal Disclosure Schedule") to the extent specifically disclosed with respect to the representation to which such exception applies:
