REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal represents and warrants to the Company as follows:
(a) All of the representations and warranties made by the Principal pursuant to Article IV of the LLC Agreement are true and correct as of the date hereof.
(b) This Agreement constitutes the legal, valid and binding obligation of the Principal, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Principal does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Principal is a party or any judgment, order or decree to which the Principal is subject.
(c) The Principal believes that he has received all the information he considers necessary in connection with his execution of this Agreement, and the Principal has had an opportunity to ask questions and receive answers from the Company and from counsel regarding the terms, conditions and limitations set forth in this Agreement and the business, properties, prospects and financial condition of the Company and its subsidiaries and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the Principal or to which the Principal had access.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal in its individual capacity and as a Guarantor represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. Stockholders As a material inducement to Acquiror and Newco to execute this Agreement and consummate the Merger and other transactions contemplated hereby, the Principal Stockholders hereby jointly and severally make the following representations and warranties to Acquiror and Newco. The representations and warranties are true and correct in all material respects at this date, and will be true and correct in all material respects on the Closing as though made on and as of such date.
(a) The authorized capital stock of eNexi consists solely of One Million Two Hundred Thousand (1,200,000) shares of common stock, $.01 par value per share. There are currently 1,048,868 shares of eNexi Common Stock outstanding, all of which are owned by the eNexi Stockholders in the amounts set forth on Schedule 4.1(d) hereof. The outstanding shares of capital stock of eNexi have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as set forth in this Section 4.1(d) and on Schedule 4.1(d), there are outstanding (A) no shares of capital stock or other voting securities of eNexi, (B) no securities of eNexi convertible into or exchangeable for shares of capital stock or voting securities of eNexi and (C) other than the eNexi Warrants, no options, warrants or other rights to acquire from eNexi, the eNexi Stockholders or any other person, and no obligation of eNexi to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of eNexi, and there are no agreements or commitments to do any of the foregoing. There are no voting trusts or voting agreements applicable to any shares of capital stock of eNexi. The eNexi Common Stock to be surrendered in the Merger will be owned of record and beneficially by the eNexi Stockholders, free and clear of all liens and encumbrances of any kind and nature, and have not been sold, pledged, assigned or otherwise transferred. There are no agreements (other than this Agreement) to sell, pledge, assign or otherwise transfer such securities. Except as set forth on Schedule 4.1(d), all of the issued and outstanding shares of capital stock of the Subsidiaries are owned by eNexi.
(b) All consents, approvals, authorizations and orders necessary for the execution, delivery and performance by each of the Principal Stockholders have been duly and lawfully obtained. This Agreement has been duly executed and delivered by each of t...
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal makes the representations and warranties set out in this Clause 8 to the Fiduciary.
8.1 Status He/she is a well informed investor (investisseur avisé) within the meaning of the SICAR Act.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. 3.1. The Principal hereby represents and warrants to the Agent that after having reviewed this Agreement for the purposes of their permissibility under Xxxxx’ah and, to the extent it has considered this necessary, taken independent advice from advisors specializing in Xxxxx'ah, it is satisfied that the provisions of each Product Document do not contravene Xxxxx'ah.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. Stockholders. The Principal Stockholders hereby severally represent and warrant to Grantee as follows:
(a) Ownership. Collectively, the Principal Stockholders beneficially own 818,605 Shares of Class A Common Stock and 6,309,142 Shares of Common Stock (collectively, the "Owned Shares") free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except as otherwise provided on Schedule 3(a) attached hereto. Other than the Owned Shares, the Principal stockholders do not (directly or indirectly through affiliates, or otherwise) own, or have an ownership interest in, (i) any shares of Capital Stock, (ii) any options, warrants, rights or other securities convertible into or exercisable for shares of Capital Stock, (iii) any other capital stock or other voting securities of the Company or any of its Subsidiaries, (iv) any other options, warrants, rights or other securities of the Company convertible into or exchangeable into shares of capital stock or securities of the Company or any of its Subsidiaries, or (v) any equity equivalent interests in the ownership or earnings of the Company or its Subsidiaries or other similar rights.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal represents and warrants to Kellxxxxx xxx Kellxxxxx Xxxsidiary that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), except as set forth in the Schedules attached hereto.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. 23 Section 4.01. Due Authorization........................................................... 23 Section 4.02. No Conflict; Consents....................................................... 23 Section 4.03. Brokers..................................................................... 24 ARTICLE V REPRESENTATIONS AND WARRANTIES OF KELLXXXXX XXX KELLXXXXX XXXSIDIARY............................................................................. 24 Section 5.01. Organization................................................................ 24 Section 5.02. Authority and No Conflict................................................... 24 Section 5.03. Consents.................................................................... 25 Section 5.04. Issuance of Kellxxxxx Xxxmon Stock.......................................... 25 Section 5.05. Reports of Kellxxxxx........................................................ 25 Section 5.06. No Material Adverse Effect.................................................. 25 Section 5.07. Brokers..................................................................... 26 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. SHAREHOLDERS 11 2.1 Authorization of Transaction; Binding Agreement. 11 2.2 Noncontravention. 11 2.3 Ownership of Shares. 12 2.4 Consents 12 2.5 Litigation. 12 2.6 Brokers. 12 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 12 3.1 Organization, Qualification and Corporate Power 12 3.2 Authorization of Transaction 13 3.3 No Conflicts; Consents. 13 3.4 Corporate Records; Directors and Officers. 13
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. Stockholders
