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.
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 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
Representations and Warranties of the Shareholder Parties. The Shareholder Parties, jointly and severally, represent and warrant to Parent., CRDE and Acquisition Co. as of the date hereof and as of the Closing Date, except as set forth on the Disclosure Schedule furnished to Parent specifically identifying the relevant subparagraph hereof, which exceptions shall be deemed to be representations and warranties as if made hereunder, as follows:
Representations and Warranties of the Shareholder Parties. The Shareholder Parties, jointly and severally, hereby represent and warrant to Parent, CRDE and Acquisition Co. as follows (such representations and warranties do not lessen or obviate the representations and warranties of each of the Shareholder Parties set forth in Article III above):
Representations and Warranties of the Shareholder Parties. To induce Parent to receive the Contribution Shares and issue the Parent Common Stock as herein provided, the Shareholder Parties make the following representations and warranties to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing, and shall survive the execution and delivery of this Agreement:
Representations and Warranties of the Shareholder Parties. Each Shareholder Party represents and warrants to the Company, as of the date of this Agreement and the Closing Date, as follows:
