Representations and Warranties of the Founder. Founder hereby represents and warrants to the Company, with respect to the transactions contemplated hereby, as follows:
Representations and Warranties of the Founder. The Founder represents and warrants to the Employer that (a) the Founder understands and voluntarily agrees to the provisions of this Agreement; (b) the Founder is not aware of any existing medical condition which might cause him to be or become unable to fulfill his duties under this Agreement; (c) the Founder has had the opportunity to consult legal counsel of his own selection about this Agreement; and (d) the Founder is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any third party that restrains or is in conflict with this Agreement or that would operate to prevent the Founder from performing the services to the Employer that the Founder has agreed to provide hereunder.
Representations and Warranties of the Founder. The Founder represents and warrants to the Company that: (i) the Founder has the proper skill, training and background so as to be able to perform under the terms of this Agreement in a competent and professional manner; (ii) the Founder will not infringe any intellectual property rights including patent, copyright, trademark, trade secret or other proprietary right of any person; and (iii) the Founder will not use any Trade Secrets or Confidential Information for purposes other than for the furtherance of the Business Of The Company and will not use any trade secrets or confidential information owned by any third party.
Representations and Warranties of the Founder. The Founder makes the following representations and warranties to the Company:
a. Due Organization. The Founder is a Delaware corporation, and is validly existing and in good standing under the laws of the jurisdiction of its organization.
Representations and Warranties of the Founder. The Founder hereby represents and warrants to the Investor, as of the date hereof, the date of the Call Notice and the date of the Closing of Call Option (except for representations and warranties that expressly speak as of a specific date, in which case as of such specified date) that:
(a) The Founder is, as of the date hereof, of sound mind, has the legal capacity to enter into this Agreement, has entered into this Agreement on his own will, and understands the nature of the obligations to be assumed by him under this Agreement. The Founder has the requisite power and authority to perform his obligations under this Agreement. This Agreement has been duly executed and delivered by the Founder, and, assuming due authorization, execution and delivery by the Investor, constitutes legal, valid and binding obligations of the Founder, enforceable against him in accordance with their respective terms.
(b) The execution, delivery and performance by the Founder of this Agreement and the transactions contemplated hereby (a) do not violate, conflict with or result in any breach or default of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Lien under, any contract, agreement, undertaking, indenture, deed, trust, or other agreement to which the Founder is a party or by which he or any of the Company Securities beneficially owned by him is bound, or any Laws applicable to the Founder, and (b) do not violate any judgment, injunction, writ, award, decree or order of any governmental authority against, or binding upon, the Founder.
(c) No consent, approval, authorization, order, registration or qualification of or with any governmental authority or any other Person is required in connection with the execution, delivery or performance by, or enforcement against, the Founder of this Agreement or the transactions contemplated by this Agreement, other than regulatory approvals (including antitrust clearance) or third-party consents or waivers that may be required for the Closing of Call Option.
(d) The lawful spouse of the Founder has duly executed and delivered to the Investor a spousal consent letter in the form of Exhibit B attached hereto, and such spousal consent letter remains in full effect.
(e) As of the date hereof, the Founder beneficially owns, through Siku Holding Limited, and has good and valid title to, free and clear of any Liens, 6,571,429 Class B Ordinary Shares, which have been val...
Representations and Warranties of the Founder. The Founder represents and warrants to the Company as follows:
Representations and Warranties of the Founder. The Founder hereby represents and warrants to IDG that the statements set out in Schedule D are true and accurate as of the date of this Agreement.
Representations and Warranties of the Founder. The Founder hereby represents and warrants to Carlyle that the statements set out in Schedule C are true and accurate as of the date of this Agreement.
Representations and Warranties of the Founder. The Founder represents and warrants to Nuvation Bio as of the date hereof that:
Representations and Warranties of the Founder. The Founder represents and warrants to TranSwitch and Merger Sub as follows:
(a) Subject to applicable community property laws, the Founder is the lawful owner of the shares of Horizon Common Stock to be exchanged for the Total TranSwitch Common Shares pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such shares of Horizon Common Stock, free of all Liens.
(b) The Founder has, and on the Closing Date will have, full legal right, power and authority to enter into this Agreement and to sell and deliver the shares of Horizon Common Stock owned by him in the manner provided herein. The Founder has duly and validly executed this Agreement and has, or prior to the Closing, will have duly and validly executed and delivered all other agreements contemplated hereby, and each of this Agreement and such other agreements constitutes a valid, binding and enforceable obligation of the Founder in accordance with its terms.
(c) The execution, delivery and performance of this Agreement and the other agreements contemplated hereby by the Founder, and the consummation of the transactions contemplated hereby or thereby, will not require, on the part of the Founder, any consent, approval, authorization or other order of, or any filing with, any Governmental Entity, or under any contract, agreement or commitment to which the Founder is a party or by which the Founder or property of the Founder is bound, and will not constitute a violation on the part of the Founder of any law, administrative regulation or ruling or court decree, or any contract, agreement or commitment, applicable to the Founder or property of the Founder.
