Representations and Warranties of the Shareholder Parties. (a) Each Shareholder Party represents and warrants to the Company that (i) the authorized signatories of such Shareholder Party set forth on the signature page hereto have the power and authority to execute this Agreement and to bind the applicable Shareholder Party to this Agreement, (ii) this Agreement has been duly authorized, executed and delivered by each Shareholder Party, and is a valid and binding obligation of each Shareholder Party, enforceable against such Shareholder Party 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 and (iii) the execution, delivery and performance of this Agreement by such Shareholder Party does not and will not violate or conflict with (A) any law, rule, regulation, order, judgment or decree applicable to it or (B) 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 Shareholder Party is a party or by which it is bound.
(b) Each Shareholder Party represents and warrants that, as of the date of this Agreement, (i) the Shareholder Parties Beneficially Own an aggregate of 3,167,718 shares of Common Stock and (ii) except for such ownership, no member of the Shareholder Parties, individually or in the aggregate with all other members of the Shareholder Parties and their controlled Affiliates which are not publicly traded entities, has any other Beneficial Ownership of any shares of Common Stock or any securities convertible or exchangeable into or exercisable for any shares of Common Stock.
Representations and Warranties of the Shareholder Parties. The Shareholder Parties jointly and severally represent and warrant to CREC as follows:
Representations and Warranties of the Shareholder Parties. Each of the Shareholder Parties represents and warrants to WEDC that (a) this Agreement has been duly authorized, executed and delivered by such Shareholder Party, and is a valid and binding obligation of such Shareholder Party, enforceable against such Shareholder Party 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; (b) neither the execution of this Agreement nor the consummation of any of the transactions contemplated hereby nor the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of such Shareholder Party or any of its subsidiaries pursuant to any law, any order of any court or other agency of government, the organizational documents of such Shareholder Party as currently in effect, or the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which such Shareholder Party is a party or bound or to which its or its property or assets is subject; and (c) as of the date of this Agreement, the Shareholder Parties may be deemed to beneficially own in the aggregate 2,230,701 shares of Common Stock.
Representations and Warranties of the Shareholder Parties. Each Shareholder Party hereby represents and warrants to Purchaser as follows as of the date hereof and the Closing Date:
Representations and Warranties of the Shareholder Parties. Each Shareholder Party and each Person who becomes a Shareholder Party after the date hereof with respect to itself hereby represents and warrants to and acknowledges with the Company and each other Shareholder Party that, as of the time such Shareholder Party becomes a party to this Agreement (whether by executing a separate joinder or otherwise):
(a) Such Shareholder Party (i) if an entity, is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or equivalent power and authority to own, lease and operate its properties and to carry on its business as is now being conducted or (ii) if an individual, has the legal capacity to own, lease and operate his or her properties and assets and carry on his or her affairs as currently conducted.
(b) Such Shareholder Party (i) if an entity, has the full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; and (ii) if an individual, is a competent adult and has full power, legal right and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and thereby.
(c) The execution, delivery and performance by such Shareholder Party of this Agreement and the consummation by such Shareholder Party of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of applicable Law or (ii) conflict with, or result in a breach or default under, any term or condition of any agreement or instrument to which such Shareholder Party is a party or by which such Shareholder Party is bound.
Representations and Warranties of the Shareholder Parties. Except as set forth in the Disclosure Schedules (such that a disclosure set forth in any section of the Disclosure Schedules numbered to correspond with any section of the Agreement shall be deemed to be that section only, unless otherwise specifically cross-referenced; provided, however that, the inclusion of any information in any Disclosure Schedule (or any update) shall not be deemed to be an acknowledgement, in and of itself, that such information is required to be disclosed, is material to the Seller and/or the Shareholder Parties, has resulted in or would result in a Material Adverse Effect or is outside the ordinary course of business), each Shareholder Party represents and warrants to the Purchaser Parties as follows of the date hereof and as of the Closing Date:
Representations and Warranties of the Shareholder Parties. Each Shareholder Party hereby represents and warrants, severally as to such Shareholder Party only, to the Parent and Merger Sub as follows:
Representations and Warranties of the Shareholder Parties. Each Shareholder Party severally, and not jointly, represents and warrants to Parent and Merger Sub as of the date hereof and the Closing Date that, except as set forth in the Schedules to the Merger Agreement:
Representations and Warranties of the Shareholder Parties. 3.1 Organization 3.2 Equity of Prime Staff/MMSO 3.3 Authority
Representations and Warranties of the Shareholder Parties. 5.1 Requisite Power and Authority 5.2 Investment Representations 5.3 Transfer Restrictions 5.4 Market Standoff
