Representations and Warranties of the Member. The Member hereby represents and warrants to each Executive and the Company as follows:
(a) The Member has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement;
(b) This Agreement is the Member’s legal, valid and binding obligation, enforceable against the Member in accordance with its terms; and
(c) The Member is the sole owner, beneficially and of record, of the Company Membership Interest transferred hereby and that it owns such Company Membership Interest free and clear of all encumbrances.
Representations and Warranties of the Member. The Member represents and warrants to the Company as follows:
Representations and Warranties of the Member. The Member represents and warrants as follows:
Representations and Warranties of the Member. The Member represents and warrants that (i) it is a limited liability company duly formed and is existing and in good standing under the laws of the State of Delaware, (ii) it has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii) the execution and delivery of this Agreement by the Member and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Member, (iv) this Agreement constitutes a legal, valid and binding obligation of the Member enforceable against the Member 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, and (v) the execution, delivery and performance of this Agreement by the Member and the consummation by the Member of the transactions contemplated hereby will not (A) result in a violation of the certificate of formation or limited liability company agreement of the Member or (B) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Member is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Member or by which any property or asset of the Member is bound or affected, except with respect to clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that would not in any material respect result in the unenforceability against the Member of this Agreement.
Representations and Warranties of the Member. The Member hereby represents and warrants to Stockholder as follows:
Representations and Warranties of the Member. Except as set forth on the signature page hereof, the Member hereby represents and warrants to Alesco as follows as of the date hereof:
Representations and Warranties of the Member. To induce Xxxxxx to enter into this POA, Member hereby represents and warrants to Alloya the following:
Representations and Warranties of the Member. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, (it being understood and agreed that the Member’s representations and warranties are qualified in their entirety by such documents and agreements, including the contents, terms and provisions thereof), the Member represents and warrants to Buyer that the statements contained in this ARTICLE IV are true and correct.
Representations and Warranties of the Member. Except as disclosed in the Disclosure Schedules, the Member hereby represents and warrants to Parent as follows in this Article III.
Representations and Warranties of the Member. The Member hereby represents and warrants to FHLBank as follows:
