Representations and Warranties of the Founders. In addition to those representations and warranties made in Article 4 above, the Founders jointly and severally represent and warrant the followings to the Series C-3 Purchaser as of the date hereof and the Closing Date.
Representations and Warranties of the Founders. Each Founder hereby represents and warrants to the Company, with respect to the transactions contemplated hereby, as follows:
Representations and Warranties of the Founders. Except as set forth on the Disclosure Schedule, each of the Founders, severally and not jointly, represents and warrants to each Purchaser as of the date of the Closing at which such Purchaser is purchasing Shares as follows [(it being understood and agreed that any Founder’s liability for breaches of any provisions of this Section 3 shall be limited to the then current fair market value [as determined in good faith by the board of directors of the Company] of the shares of Common Stock of the Company currently owned by such Founder and such Founder [may, in his sole discretion, discharge such liability by the surrender of such shares or the payment of cash]60 [shall discharge such liability by the surrender of such shares] and will terminate on the earlier of (i) [one year/two years] after the date of this Agreement, or (ii) the completion of an initial public offering of the Company’s Common Stock)]:
Representations and Warranties of the Founders. 2.1. The Founders, jointly and severally, hereby represent and warrant to the Company as follows:
Representations and Warranties of the Founders. In connection with the acquisition of the Parent Stock by the Founders, each Founder, severally and not jointly, represents and warrants to Parent that:
(i) Such Founder understands that the Parent Stock has not been, and will not upon issuance be, registered under the Securities Act, and that any certificates evidencing the Parent Stock shall bear a legend to that effect.
(ii) Such Founder is acquiring the Parent Stock for its own account for investment purposes only and not with a view toward distribution thereof in violation of the Securities Act.
(iii) By reason of the business and financial experience of such Founder, such Founder has the capacity to protect its own interests in connection with the acquisition of the Parent Stock. Such Founder is able to bear the economic risk of an investment in the Parent Stock and has an adequate income independent of any income produced from an investment in the Parent Stock and has sufficient net worth to sustain a loss of all of its investment in the Parent Stock without economic hardship if such a loss should occur.
(iv) Such Founder is an individual who is an “accredited investor” within the meaning of Rule 501(a)(5) or (6) of Regulation D promulgated under the Securities Act.
(v) Such Founder did not become aware of an opportunity to invest in the Parent Stock through any form of general solicitation or general advertising (within the meaning of Rule 506 of Regulation D of the Securities Act) or any other filings made by Parent with the SEC.
(vi) Such Founder has received physical delivery of such documents, records and information which such Founder has requested, and has had an opportunity to ask questions of, and receive answers from, Parent’s officers, employees, agents, accountants, and representatives concerning Parent’s business, operations, financial condition, assets, liabilities, and all other matters it has deemed relevant to its investment in the Parent Stock.
Representations and Warranties of the Founders. Each Founder hereby, severally and not jointly, represents and warrants to the Company as to herself or itself, and not as to any other Founder, as follows as of the date hereof and as of the Closing Date:
Representations and Warranties of the Founders. Each of ------------ ---------------------------------------------- the Founders, individually and not jointly, hereby represents, warrants and covenants to the Company and to the Investors as follows:
(a) such Founder has full authority, power and capacity to enter into this Agreement; (b) this Agreement constitutes the valid and binding obligation of such Founder enforceable against him in accordance with its terms; and (c) the execution, delivery and performance by such Founder of this Agreement: (i) does not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to such Founder, or require such Founder to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which such Founder is a party or by which the property of such Founder is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of such Founder.
Representations and Warranties of the Founders. As a material inducement to the Company and Pogo Royalty to enter into this Agreement, the Founders hereby, jointly and severally, represent and warrant that:
Representations and Warranties of the Founders. HFR AND MRREA Representations and Warranties
4.01 The Founders, HFR and MRREA jointly and severally represent and warrant to NRGF, with the intent that NRGF will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that, to the best of their knowledge, information and belief:
(a) HFR is duly incorporated and validly exists in good standing with respect to the filing of annual returns under the Company Act of British Columbia, has the necessary corporate power, authority and capacity to own its property and assets and to carry on its business as presently conducted and is duly licensed to carry on business in all jurisdictions in which it presently carries on business;
(b) MRREA is duly incorporated and validly exists in good standing with respect to the filing of annual returns under the Canada Business Corporations Act, has the necessary corporate power, authority and capacity to own its property and assets and to carry on its business as presently conducted and is duly licensed to carry on business in all jurisdictions in which it presently carries on business;
(c) HFR is not a "reporting company" under the Company Act or a "reporting issuer" under the Securities Act (British Columbia);
(d) MRREA is not a "reporting company" under the Canada Business Corporations Act or a "reporting issuer" under the Securities Act (British Columbia);
(e) none of HFR and MRREA's properties or assets are in the possession of or under the control of any other Person, other than as set out in Schedule "D", which shall be transferred to HFR and/or MRREA as appropriate;
(f) the Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with HFR and MRREA's prior fiscal periods. The Financial Statements present fairly the financial position of HFR and MRREA as at the date thereof and fairly state HFR and MRREA's income and deficit for the period covered thereby;
(g) except to the extent reflected or reserved against in the Financial Statements or incurred subsequent to the date thereof in the ordinary and usual course of the business of HFR and/or MRREA not exceeding $25,000.00, in the aggregate, HFR and/or MRREA have provided certain security in regard to the transaction contemplated herein, specifically those matters set out in Schedule "E" attached hereto;
(i) except for the transactions referred to or contemplated herein, or in a Schedule hereto, since the...
Representations and Warranties of the Founders. Each Founder, severally and not jointly, represents and warrants to the Liberty Parties as follows:
