Representations and Warranties of Principals Sample Clauses
Representations and Warranties of Principals. The Principals, jointly and severally, hereby represent and warrant to SCOLP as of the Effective Date, and as of the Closing Date, the following with the understanding that each of the representations and warranties are material and have been relied on by SCOLP in connection 2351284.10 herewith and are material inducements to SCOLP’s willingness to enter into the transactions set forth herein:
(a) Neither the performance of the Principals’ obligations hereunder nor the performance of the Project Entities’ obligations under the Contribution Agreements, including, without limitation, the conveyance of the Communities as herein and therein contemplated, violates or will violate (i) any constituent documents of a Principal and/or a Project Entity, (ii) any contract, agreement or instrument to which a Principal and/or a Project Entity is a party or bound, or (iii) any applicable law, regulation, ordinance, order or decree.
(b) This Agreement is the legal, valid and binding obligation of each of the Principals, enforceable against each in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles. The Principals have full right, power and authority to enter into this Agreement and to carry out the transactions contemplated herein. Each person who executes this Agreement and other documents and instruments in connection herewith for or on behalf of a Principal has due power and authority to so act.
(c) With the exception of that certain agreement between Xxxxxx XX Resorts LLC and MHC Operating Limited Partnership (“ELS”) executed November 9, 2012 (the “Competing LOI”), none of Xxxxxx XX Resorts LLC, the Project Entities, nor the Principals have entered into or executed any other documents or agreements with ELS, or with any other potential purchaser of any one or more of the Communities, campsites or other properties owned by the Project Entities.
(d) The Competing LOI has terminated pursuant to its terms and the “Exclusive Dealing” and “ROFR” sections were terminated coincident therewith. SCOLP and Sun Purchasing Entities have no information pertaining to this provision, but have relied solely and exclusively on what the Principals have told SCOLP and Sun Purchasing Entities with respect to the Competing LOI and the “Exclusive Dealing” and “ROFR” sections therein. All of the foregoing...
Representations and Warranties of Principals. 17- 3.1 Authority of the Principals ........................... -17- 3.2 No Conflict ........................................... -17- 3.3 No Broker's or Finder's Fees .......................... -17- 3.4 Restricted Securities ................................. -17- 3.5 Acquired for Investment ............................... -18- 3.6 Sophistication ........................................ -18- 3.7 Continuing Representations ............................ -18- ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB ............... -18- 4.1 Organization and Corporate Power ...................... -18- 4.2 Due Authorization; Effect of Transaction .............. -19- 4.3 Capitalization ........................................ -19- 4.4 SEC Documents; Financial Statements ................... -19- 4.5 Continuing Representations ............................ -20- ARTICLE 5 ADDITIONAL AGREEMENTS .................................................. -20- 5.1 Conduct of ECI Business Pending Closing ............... -20- 5.2 Expenses .............................................. -21- 5.3 Restrictions on Resale ................................ -21- 5.4 Convertible Securities ................................ -22- 5.5 Registration Agreement ................................ -22- 5.6 Escrow Agreement ...................................... -22- 5.7 Paxtxx Xxxloyment Agreement ........................... -22- 5.8 Burgxxx Xxxsulting Agreement .......................... -23- 5.9 Public Announcements .................................. -23- 5.10 Stockholders Meeting .................................. -23- 5.11 Approval of Principals; Proxy ......................... -23- 5.12 Exclusivity ........................................... -24- 5.13 Reasonable Efforts .................................... -24- -ii- 4 ARTICLE 6 CONDITIONS PRECEDENT ................................................... -24- 6.1 Conditions to Obligations of Parent and Merger Sub .... -24- 6.2 Conditions to Obligations of ECI and Principals ....... -26- ARTICLE 7 INDEMNIFICATION ........................................................ -27- 7.1 Indemnification by Principals ......................... -27- 7.2 Limitation on Liability ............................... -28- 7.3 Process of Indemnification for Parent Claims .......... -28- ARTICLE 8 TERMINATION ............................................................ -29- 8.1 Termination Events .................................... -29- 8.2 Certain Effects of Terminat...
Representations and Warranties of Principals. Each of the Principals hereby severally, but not jointly, represents and warrants to WTI, CRM, Inc. and the Company with respect to himself as follows:
(a) Such Principal has full legal capacity and authority to execute, deliver and perform his obligations under this Agreement. This Agreement has been duly executed and delivered by such Principal and constitutes the legal, valid and binding obligation of such Principal enforceable against him in accordance with its terms.
(b) No approval, authorization, consent, license, clearance or order of, declaration or notification to, or filing, registration or compliance with, any government or regulatory authority which has not been obtained is required to permit such Principal to enter into this Agreement.
Representations and Warranties of Principals. Each of the Principals, severally and not jointly, represents and warrants to Parent and Merger Sub as follows:
Representations and Warranties of Principals. Each of the Principals hereby severally, but not jointly, represents and warrants to WTI, and the LLC with respect to himself as follows:
(a) Such Principal has full legal capacity and authority to execute, deliver and perform his obligations under this Agreement. This Agreement has been duly executed and delivered by such Principal and constitutes the legal, valid and binding obligation of such Principal enforceable against him in accordance with its terms.
(b) No approval, authorization, consent, license, clearance or order of, declaration or notification to, or filing, registration or compliance with, any government or regulatory authority which has not been obtained is required to permit such Principal to enter into this Agreement or perform his obligations hereunder.
(c) The Founding Principals shall also perform their obligations under the Roxbury Shareholders Agreement.
Representations and Warranties of Principals. Each of Rxxxxx F.X. Sxxxxxxxx, Xxxxx Torino and Pxxx X. Xxxxxxx shall have executed and delivered to Purchaser a representation letter, in form and substance reasonably satisfactory to Purchaser, containing the representations and warranties set forth in Schedule 5.12 hereof.
Representations and Warranties of Principals. 4 2.1 Making of Representations and Warranties..........................4 2.2 Organization and Qualification; Capital Stock.....................4 2.3 Subsidiaries......................................................4 2.4
Representations and Warranties of Principals. As of the date hereof (except as otherwise specified herein and except as set forth in the disclosure schedule accompanying this Agreement) (the "Disclosure Schedule"), each Principal jointly and severally represents and warrants to Buyer as follows:
Representations and Warranties of Principals. Each of the Principals represents and warrants to Buyer as follows:
Representations and Warranties of Principals. Each Principal severally, but not jointly, represents and warrants to Silvercrest as follows: