REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant, severally and not jointly, represents and warrants that (i) it is duly organized, as applicable, and, to 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) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such Participant; and (iv) this Agreement constitutes a legal, valid, and binding obligation of such Participant enforceable against such Participant in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each of EIS and DOV hereby severally represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant represents and warrants to, and agrees with, Aurora as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. You represent and warrant that:
4.1. The business or idea submitted by You is your business idea and where required, You have obtained all rights, licenses, authorisations and consents necessary to implement such business idea.
4.2. The Seed Capital shall be utilised for only the business or idea for which You were selected to the Programme and for no other purpose whatsoever.
4.3. Where you have one or more business partners, you have obtained the consent of such business partners in writing to represent the business in the Programme and such seed capital received shall be utilised for the business upon disbursement.
4.4. Neither You nor any of your business partners (present or future) are Alumni or have previously been selected and participated in the Xxxx Xxxxxxx Foundation Entrepreneurship Programme in any former cohorts.
4.5. Neither You nor any of your business partners (present or future) are a Foundation staff, staff of any of the Foundation’s affiliated companies, staff of any of the Foundation’s consultants involved in the creation or administration of the Porgramme, or related to any of the aforementioned.
4.6. The business or idea does not infringe or violate the rights of any third party, including but not limited to, ownership, copyrights, trademarks, patents, logos, licensing rights, rights of publicity or privacy or any other intellectual property right.
4.7. You or your business partner reside or are lawfully authorised to reside in the country in which the business or idea will be implemented and the business or idea is not illegal nor will the implementation of the same violate any applicable law.
4.8. Participating in the Programme and the execution and performance of your obligations under this Agreement will not contravene or conflict with any other agreement You may have entered into with any other entity or person.
4.9. You have not been convicted of any criminal offence under any law of any country.
4.10. You are not bankrupt nor has any bankruptcy or insolvency proceedings been instituted against You or any company in which You have majority ownership and no receiver, administrative receiver or administrator has been appointed over your assets or assets of any company in which You have majority ownership.
4.11. No litigation, arbitration or administrative proceedings are taking place, pending or, to your knowledge, threatened against You which if determined may adversely affect your ability to perform your obligations hereunder.
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REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant represents and warrants to each other Participant and the Company as of the date hereof, and will represent and warrant to each other Participant and the Company as of each Subsequent Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant, on behalf of itself, represents and warrants to the Company that (a) as of the date hereof, such Participant beneficially owns only the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates of any Participants that own any securities of the Company beneficially or of record, (b) this Agreement has been duly and validly authorized, executed and delivered by such Participant, and constitutes a valid and binding obligation and agreement of such Participant, enforceable against such Participant in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Participant has the authority to execute the Agreement on behalf of itself and the applicable Participant associated with that signatory’s name, and to bind such Participant to the terms hereof and (d) the execution, delivery and performance of this Agreement by such Participant does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound.
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant represents and warrants to and in favor of the Authority, the other Participants, and the Operating Agent, as of the date hereof, that:
(a) it is a municipal corporation duly organized and validly existing under the laws of the State of California;
(b) it has the full power and authority to execute, deliver and perform this Agreement and to take all action as may be necessary by such Participant to complete the transactions contemplated hereunder;
(c) it has taken all necessary action to authorize the execution, delivery and performance of this Agreement and such other related matters as described herein and that no consent or authorization of, filing with, or other act by or in respect of any other person or governmental authority is required in connection with the execution, delivery or performance by such Participant, or the validity or enforceability as to such Participant, of this Agreement, except such consents or authorizations or filings or other acts as have already been obtained or made; and
(d) this Agreement has been duly executed and delivered by such Participant and constitutes a legal, valid and binding obligation of such Participant enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the right of creditors generally and by general principles of equity.
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. As of the Effective Date, each Participant warrants and represents to the other that:
(a) it is a corporation duly organized and in good standing in its state or province of incorporation and is qualified to do business and is in good standing in those states and provinces where necessary in order to carry out the purposes of this Agreement;
(b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate, board of directors, shareholder, surface and mineral rights owner, lessor, lessee and other actions required to authorize it to enter into and perform this Agreement have been properly taken;
(c) it will not breach any other agreement or arrangement by entering into or performing this Agreement;
(d) it is not subject to any governmental order, judgment, decree, debarment, sanction or Laws that would preclude the permitting or implementation of Operations under this Agreement;
(e) this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; and
(f) in negotiating and entering into this Agreement it has relied solely on its own appraisals and estimates as to the value of the Assets and upon its own geologic and engineering interpretations related thereto.
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each of the Shareholders, and Xxxxxxx Xxxxx (collectively, the "Participants") severally represents and warrants to Purchaser with respect to each Company and its Subsidiaries and/or such Participants, as the case may be, (except as disclosed in the Disclosure Letter either against a particular subclause or against the representations and warranties generally) as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant hereby represents and warrants to the Company that such Participant acknowledges and understands that;
4.1 Participant is not purchasing, and will not have any rights to, or interest in, the Company or the Copyrighted Material;
4.2 Participant has received, carefully reviewed, and understands the information contained in Exhibit B and Joint Marketing Agreement;
4.3 Participant does not expect that Participant’s payment of the Participation amount will generate any profit, dividend, periodic payment, return on investment, increased value of investment or other financial gain from the Company;
4.4 in exchange for paying the Participation Amount, Participant will only be entitled to receive Participant’s pro rata portion of Lead Benefits, including access to marketing streaming video content;
4.5 any profit or financial gain generated from Participant’s pro rata portion of the Benefits shall be due to Participant’s efforts, and Participant does not expect any profit or financial gain due to the efforts of any other party to this Agreement;
4.6 there can be no assurance that any Marketing Leads will be generated from the media test campaign, or if any Marketing Leads are generated, there can be no assurance that they will be useful or successful.
4.7 there can be no assurance that the Company will sponsor or engage in other joint marketing efforts that will be a benefit to or offered to Participant in the future; and
4.8 this Agreement is not exclusive, and the Company may enter into additional joint marketing agreements with other participants for their participation in programs that the company may sponsor. It is, however, the intent to build value in the Membership Program as a primary priority.
