Representations and Warranties of the Representative. (a) The Representative represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule C. The Representative represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.
Representations and Warranties of the Representative. The Representative represents and warrants that it is a division of American Capital Partners, LLC, which is a licensed broker-dealer under applicable federal and state securities law.
Representations and Warranties of the Representative. (a) The Representative represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule C. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Representative represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.
Representations and Warranties of the Representative. 4.1 The Representative hereby represents and warrants to the Company that he has the requisite power and authority to enter into this agreement by virtue of the approval of the Board of Directors of the Company and acknowledges that Company in entering into this agreement is relying on such representations and warranties.
Representations and Warranties of the Representative. The ---------------------------------------------------- Representative represents and warrants to each other party that:
(i) The Representative has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby and has duly executed and delivered this Agreement. This Agreement constitutes the valid and binding obligation of the Representative, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles.
(ii) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by the Representative with any of the provisions hereto will (A) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Representative is a party, or by which the Representative or the Representative's properties or assets may be bound or affected, (B) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Representative or the Representative's properties or assets or (C) result in the creation or imposition of any security interest, lien or other encumbrance upon any property or assets of the Representative. No consent or approval by, or any notification of or filing with, any person is required in connection with the execution, delivery and performance by the Representative of this Agreement or the consummation of the transactions contemplated hereby except as set forth in the Stock Purchase Agreement.
Representations and Warranties of the Representative. The Representative hereby represents and warrants to and agrees with the Company as follows:
Representations and Warranties of the Representative. 4.1 The Representative represents and warrants to Compuflight that (a) he has received all authorizations, permits and licenses necessary to enter into this Agreement and perform his duties and obligations hereunder, (b) all Services performed by the Representative under this Agreement shall be performed in a professional and highly skilled manner and (c) the Representative is not under any physical or mental disability that would hinder his performance under this Agreement. In addition, the Representative hereby represents and warrants to Compuflight that neither the execution of this Agreement nor his performance hereunder will (a) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under the terms, conditions or provisions of any contract, agreement or other instrument or obligation to which the Representative is a party, or by which he may be bound, or (b) violate any order, judgment, writ, injunction or decree applicable to the Representative.
4.2 In the event of a breach of paragraph 4.1, in addition to Compuflight's right to terminate this Agreement, the Representative shall indemnify Compuflight and hold it harmless from and against any and all claims, losses, liabilities and expenses (including legal fees) incurred or suffered in connection with or as a result of Compuflight's entering into this Agreement or engaging the Representative hereunder.
4.3 Compuflight represents and warrants to the Representative that neither the execution of this Agreement nor its performance hereunder will (a) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under the terms, conditions or provisions of any contract, agreement or other instrument or obligation to which Compuflight is a party, or by which it is bound or (b) violate any order, judgment, writ, injunction or decree applicable to Compuflight.
4.4 In the event of a breach of paragraph 4.3, in addition to the Representative's right to terminate this Agreement, Compuflight shall indemnify the Representative and hold it harmless from and against any and all claims, losses, liabilities and expenses (including legal fees) incurred or suffered in connection with or as a result of the Representative entering into this Agreement.
Representations and Warranties of the Representative. As an inducement to Parent and AcquisitionCo to enter into this Agreement and to consummate the transactions contemplated hereby, the Representative hereby represents and warrants to Parent and AcquisitionCo as of the date hereof and as of the Closing Date and agrees as follows:
Representations and Warranties of the Representative. At the date of execution hereof and at the time of solicitation of exercise of Warrants, the Representative represents that it is, and will, (i) be registered as a broker-dealer under the Exchange Act, (ii) be a member in good standing of the NASD, and (iii) maintain its registration, qualification and membership in full force and effect and in good standing throughout the term of this Agreement. The Representative acknowledges and agrees that it will not solicit the exercise of Warrants, or offer or sell the underlying Common Stock, in any state or jurisdiction except those in which the Common Stock underlying the Warrants has been qualified or qualification is not required. Further, the Representative agrees to comply with the laws of the states in which it may solicit exercise of the Warrants or in which the Common Stock underlying the Warrants may be offered or sold by it, with the applicable rules and regulations of the NASD, and will comply with federal laws including, but not limited to, the Securities Act of 1933, as amended (the "Act"), the Exchange Act and the rules and regulations of the Commission thereunder.
Representations and Warranties of the Representative. Each of ----------------------------------------------------- TCI and KTC, jointly and severally, represents and warrants to Xxxxxx as follows:
