Representations and Warranties of the Exchanging Shareholders. Each Exchanging Shareholder, severally and not jointly, represents and warrants that as of the date hereof and as of the date of each Exchange (i) if it is not a natural person, that it is duly incorporated or formed and, the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, (ii) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii) if it is not a natural person, the execution and delivery of this Agreement by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such Exchanging Shareholder, (iv) this Agreement constitutes a legal, valid and binding obligation of such Exchanging Shareholder enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, (v) the execution, delivery and performance of this Agreement by such Exchanging Shareholder and the consummation by such Exchanging Shareholder of the transactions contemplated hereby will not, if it is not a natural person, result in a violation of the certificate of incorporation and bylaws or other organizational constituent documents of such Exchanging Shareholder or, and (vi) that any Designated Recipient shall have all necessary legal authority under applicable laws to hold the Reciprocal Ordinary Shares.
Representations and Warranties of the Exchanging Shareholders. By execution hereof, each of the Exchanging Shareholders acknowledges, represents and warrants to the Corporation, as of the date hereof and as of immediately prior to the Closing, as follows:
Representations and Warranties of the Exchanging Shareholders. 7 Section 4.1 Ownership of Nifco Shares..................................7 Section 4.2
Representations and Warranties of the Exchanging Shareholders. The Exchanging Shareholders represent and warrant to the Company that:
Representations and Warranties of the Exchanging Shareholders. Except as disclosed in Schedule 4 (the SHUTTLE DISCLOSURE LETTER), the Exchanging Shareholders jointly and severally represent and warrant to SCM as set forth in this Article II.
Representations and Warranties of the Exchanging Shareholders. Each of the Exchanging Shareholders, for himself or itself, severally and not jointly, represents and warrants to BLAB as follows:
Representations and Warranties of the Exchanging Shareholders. Each ------------------------------------------------------------- Exchanging Shareholder (as to itself only) represents and warrants to the Xxxxxx Stockholders Trust as follows:
