REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company hereby represents and warrants to the Investors, as of the date hereof and as of the Closing Date (and Xxxxx hereby represents and warrants to the Investors as of the Closing Date solely with respect to the last sentence of Section 6.20.1 and all of Section 6.27), as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company and Xxxxx, jointly and severally, hereby represent and warrant to the Buyers that each of the statements in this ARTICLE 4 is true, correct and complete, except as set forth in the specific numbered sections and lettered subsections of this ARTICLE 4 in the disclosure schedule and schedule of exceptions, delivered herewith and dated as of the date hereof, and organized with corresponding numbered sections and lettered subsections (the “Company Disclosure Schedule”).
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. 7 3.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company (until the Closing) and Xxxxx, jointly and severally, hereby represent and warrant to Buyer that the statements contained in this Article III are true, 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 Article III), except as set forth in the Disclosure Schedule attached hereto and delivered by Xxxxx to Buyer on the date hereof (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in sections corresponding to the lettered and numbered sections contained in this Article III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company and Xxxxx hereby represent and warrant to the Investor as of the date hereof; as of the Funding Date, and as of the date of any additional issuance of Senior Preferred Stock to the Investor pursuant to a Subsequent Closing as follows; provided, however, that the following representations and warranties by Xxxxx shall be qualified as to materiality and shall be made subject to her reasonable knowledge.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. As a material inducement to the Purchaser to enter into this Agreement and to purchase the Shares, the Company and Xxxxx, jointly and severally, represent and warrant that the following statements are true and correct in all material respects as of the date hereof and will be true and correct in all material respects at Closing, except as expressly qualified or modified herein.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. Except as otherwise set forth on a Disclosure Schedule delivered by the Company to the Purchaser at the time this Agreement is executed, the Company and Xxxxx, jointly and severally, hereby make the following representations and warranties to the Purchaser as of the date hereof (except as otherwise specified) and the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company and Xxxxx represent, warrant and covenant to the Provider that as of the Effective Date:
(a) the Company has been duly organized, and is validly existing as a United Arab Emirates Free Zone Company;
(b) the Company is duly qualified to carry on its business, is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary;
(c) the Company has full right, power and authority, and has taken all company action necessary, to enter into this Agreement and be bound by and carry out its obligations thereunder, none of which require the consent of any other person or entity;
(d) the Company has complied with all requirements for the operation of its business and operations in accordance with the laws applicable to the Company, in all material respects;
(e) neither the Company nor Xxxxx is a party to any agreement with any third party other than Provider regarding any sale, option to purchase, merger, reorganization, pledge, hypothecation or other similar transaction with respect to the equity of the Company or the sale of any assets of the Company except in the ordinary course of business consistent with past practice;
(f) the execution and delivery of this Agreement, and the performance by the Company of its obligations pursuant hereto, did not and will not constitute a breach of, or a default under, any other agreement or obligation applicable to the Company, including any of its governing documents;
(g) upon execution and delivery of it by the Company, this Agreement will constitute the valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that such enforcement shall be limited by bankruptcy, insolvency, moratorium and other laws affecting the rights of creditors generally; and
(h) all information supplied by the Company or its agents to the Provider or its agents as of the date hereof is true, complete and correct and does not fail to state a material fact necessary to make any of such information not misleading.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company hereby represents and warrants to River Cities (with respect to Sections 6.1 through 6.28 inclusive) and to the other Investors (solely with respect to Section 6.2) and Xxxxx hereby represents and warrants to
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company and Xxxxx represent, warrant and covenant to the Provider that as of the Effective Date:
(a) the Company has been duly organized, and is validly existing as a United Arab Emirates Free Zone Company;
(b) the Company is duly qualified to carry on its business, is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary;
(c) the Company has full right, power and authority, and has taken all company action necessary, to enter into this Agreement and be bound by and carry out its obligations thereunder, none of which require the consent of any other person or entity;
(d) the Company has complied with all requirements for the operation of its business and operations in accordance with the laws applicable to the Company, in all material respects;
(e) neither the Company nor Xxxxx is a party to any agreement with any third party other than Provider regarding any sale, option to purchase, merger, reorganization, pledge, hypothecation or other similar transaction with respect to the equity of the Company or the sale of any assets of the Company except in the ordinary course of business consistent with past practice;
