REPRESENTATIONS AND WARRANTIES OF QUEST. Quest hereby represents to Parent as follows: Quest has full corporate power and authority to execute, deliver and perform this Agreement; this Agreement has been duly and validly authorized by Quest’s board of directors, or designated committee thereof, and executed and delivered by Quest, and constitutes a valid binding obligation of Quest, enforceable against Quest in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles; Quest has available and ready funds sufficient to pay the amounts set forth in Section 1 hereof; and Quest has not assigned, transferred or conveyed to any other Person any claim or any portion thereof or interest therein relating to any of the matters that are the subject of this Agreement.
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest makes the following representations and warranties regarding Quest or Seller, as applicable, to Buyer and Buyer Parent:
REPRESENTATIONS AND WARRANTIES OF QUEST. (a) Quest represents and warrants to the Debtors and the Creditors Committee that the execution, delivery and performance of this Agreement by Quest will not, with or without the giving of notice and the lapse of time, or both: (i) violate any provision of law, statute, rule, regulation or executive order to which Quest or Xxxxxxx is subject; (ii) violate any judgment, order, writ or decree of any court to which Quest or Xxxxxxx is subject; or (iii) result in the breach of or conflict with any term, covenant, condition or provision of any agreement or instrument (including, but not limited to, any non-competition or confidentiality agreement) to which Quest or Xxxxxxx is a parry.
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest represents and warrants to Brxxxxx xhe following:
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest hereby represents and warrants to IX Company and SB and agrees that:
(a) Quest is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Quest has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by Quest to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken. This Agreement has been duly executed and delivered by Quest and constitutes a legal, valid and binding obligation of Quest, enforceable against Quest in accordance with its terms.
(i) Quest will acquire the Quest Interest for its own account for the purpose of investment and not with a view towards or any present intention of selling or distributing the Units and (ii) Quest is an Accredited Investor (as defined in Regulation D under the Securities Act).
(c) Quest understands (i) that the Nonvoting Units comprising the Quest Interest have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) that such Units may not be disposed of unless such disposition is either registered under the Securities Act or is exempt from registration under that Act and (iii) that IX Company has no obligation to register such Units except as provided in Sections 5.08.
(d) Quest has such knowledge and experience in financial and business matters that Quest is capable of evaluating the merits and risks of an investment in IX Company.
(e) Quest is a "qualified purchaser" as such term is defined under Section 2(a)(51) of the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder.
REPRESENTATIONS AND WARRANTIES OF QUEST. 58 9.1 Corporate Status; Enforceability......................................................... 58
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest represents and warrants to the Vendors as follows:
REPRESENTATIONS AND WARRANTIES OF QUEST. 53 10.1 Corporate Status; Enforceability............................ 53 10.2 Capitalization.............................................. 53
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest represents and warrants to the Key Shareholders as follows:
