REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder represents and warrants, on its own account with respect to the Subject Units, to the Parent Entities as to such Unitholder on a several basis, that:
REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder, severally and not jointly, hereby represents and warrants to the Partnership and Contango as follows:
REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder represents and warrants, on behalf of such Unitholder, as follows, as of the date of this Agreement:
(a) Unitholder has full power and authority to execute and deliver this Agreement, to perform such Unitholder’s obligations hereunder and to consummate the transactions contemplated hereby. If Unitholder is not an individual, such Unitholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The execution and delivery of this Agreement, the performance of Unitholder’s obligations hereunder, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite actions of such Unitholder. This Agreement has been duly and validly executed and delivered by Unitholder and constitutes a legal, valid and binding obligation of such Unitholder, enforceable against such Unitholder in accordance with its terms, except as may be limited by the Bankruptcy and Equity Exception.
(b) Unitholder is the sole legal and beneficial owner of the Units and Restricted LLC Units shown on Schedule A as being owned by it and except as set forth on such Schedule A, Unitholder does not own any interest in, or otherwise have any right to acquire, any, or any interest in, Units or Restricted LLC Units. Except for assignments that have occurred prior to the date hereof between Unitholders party hereto, Unitholder has not transferred, assigned, pledged or otherwise encumbered any of such Unitholder’s Units or any of such Unitholder’s rights under the Tax Receivable Agreement, the Registration Rights Agreement or the Exchange Agreement and no person (including any of the Unitholders party to this Agreement) has any rights to acquire any interest in any of Unitholder’s Units or Restricted LLC Units or Unitholder’s rights under the Tax Receivable Agreement, the Registration Rights Agreement or the Exchange Agreement. True and correct copies of the Tax Receivable Agreement, the Registration Rights Agreement and the Exchange Agreement are attached hereto as Exhibits C-1, C-2 and C-3, respectively.
(c) Unitholder acknowledges and agrees that it has consulted with its tax and other advisors as to the effect of the exchange of its Units, the termination of the Tax Receivable Agreement, and the disparate consideration to be received by it in the MDLY Merger for shares of MDLY Class A Common Stock held by it and received upon exchange of Units, all as contemplated by this Agreement and no repres...
REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each of the Unitholders hereby represents and warrants, severally and not jointly, to the Company and Berkshire as follows:
REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder, severally and not jointly, hereby represents and warrants to the Parent and Holdco as follows:
REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder hereby represents and warrants to the Partnership as follows:
REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder represents and warrants to CDP as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder represents and warrants, on behalf of such Unitholder, as follows, as of the date of this Agreement:
(a) Unitholder has full power and authority to execute and deliver this Agreement, to perform such Unitholder’s obligations hereunder and to consummate the transactions contemplated hereby. If Unitholder is not an individual, such Unitholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The execution and delivery of this Agreement, the performance of Unitholder’s obligations hereunder, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite actions of such Unitholder. This Agreement has been duly and validly executed and delivered by Unitholder and constitutes a legal, valid and binding obligation of such Unitholder, enforceable against such Unitholder in accordance with its terms, except as may be limited by the Bankruptcy and Equity Exception.
(b) Except for assignments that have occurred prior to the date hereof between Unitholders party hereto, Unitholder has not transferred, assigned, pledged or otherwise encumbered any of such Unitholder’s Class A Units or any of such Unitholder’s rights under the Tax Receivable Agreement, the Registration Rights Agreement or the Exchange Agreement. True and correct copies of the Tax Receivable Agreement, the Registration Rights Agreement and the Exchange Agreement are attached hereto as Exhibit A.
REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder hereby represents and warrants to OSO and to the Company with respect to the OSM Units and OSO Units set forth beside such Unitholder's name on Exhibit A, as follows:
(a) The Unitholder is the record and beneficial owner of the OSM Units.
(b) The transfer of the OSM Units by the Unitholder to OSO hereunder will vest in OSO good and valid right, title and interest in and to the OSM Units, free and clear of all claims, liens, pledges, charges, security interests and encumbrances of any nature. The transfer of the OSO Units to the Company hereunder will vest in the Company good and valid right, title and interest in and to the OSO Units, free and clear of all claims, liens, pledges, charges, security interests and encumbrances of any nature.
(c) The Unitholder has the full right, power and authority to execute, deliver and perform this Agreement and to transfer the OSM Units and, in the case of all Unitholders but Sotseks, the OSO Units in accordance herewith.
(d) This Agreement constitutes the legal, valid and binding obligation of the Unitholder, enforceable against such Unitholder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, or other laws or equitable principles affecting the enforcement of creditors' rights generally.
(e) The Unitholder has the financial ability to bear the economic risk of an investment in the OSO Units and in the Shares, as applicable, has adequate means of providing for his, her or its current needs and personal contingencies, has no need for liquidity in such investment and could afford the complete loss of such investment. The Unitholder's overall commitment to investments that involve a high degree of risk or that are not readily marketable is not disproportionate to the Unitholder's net worth, and the Unitholder's investment in OSO or in the Company will not cause such overall commitment to become excessive.
(f) The Unitholder has such knowledge, skill and experience in business, financial and investment matters that the Unitholder is capable of evaluating independently the merits and risks of an investment in OSO Units or in the Shares. To the extent the Unitholder has determined it to be necessary, the Unitholder has retained, at the Unitholder's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and ownership of the OSO Units or the Shares.
(g) All representations, war...
REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Subject to the disclosures set forth in the Company Disclosure Letter, each Unitholder, severally and not jointly, hereby represents and warrants to Acquirer and the Merger Subs as follows:
