Representations and Warranties of the Xxxxxx Parties. Each of the Xxxxxx Parties, jointly and severally, hereby represents and warrants to the Underwriters that:
(a) The Partnership meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement (the file number of which is set forth on Schedule I hereto), including a related basic prospectus, for registration under the Act of the offering and sale of the Units. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Partnership may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more amendments thereto, and the Partnership has filed with the Commission Preliminary Prospectus Supplements, each of which has previously been furnished to you. The Partnership will file with the Commission a final prospectus supplement relating to the Units in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Prospectus Supplement) as the Partnership has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).
(b) On the Effective Date, the Registration Statement did, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Units are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the date of any filing pursuant to Rule 424(b) and on the C...
Representations and Warranties of the Xxxxxx Parties. Each of the XxXxxx Parties jointly and severally represents and warrants to the Securityholders as follows:
Representations and Warranties of the Xxxxxx Parties. The Xxxxxx Parties represent and warrant to the Company that (a) the authorized signatory of the Xxxxxx Parties set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind each of the Xxxxxx Parties thereto, (b) this Agreement has been duly authorized, executed and delivered by the Xxxxxx Parties, and assuming due execution by each counterparty hereto, is a valid and binding obligation of the Xxxxxx Parties, enforceable against the Xxxxxx Parties 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, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the Xxxxxx Parties as currently in effect, (d) the execution, delivery and performance of this Agreement by the Xxxxxx Parties does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Xxxxxx Parties, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or 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 member is a party or by which it is bound, (e) as of the date of this Agreement, the Xxxxxx Parties are deemed to beneficially own 4,298,100 shares of Common Stock, and (f) as of the date hereof, and except as set forth in clause (e) above, the Xxxxxx Parties do not currently have, and do not currently have any right to acquire, any interest in any securities or assets of the Company or its Affiliates (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or...
Representations and Warranties of the Xxxxxx Parties. Except as disclosed (a) in (i) the Xxxxxx SEC Documents (as defined herein) or (ii) the Holdings SEC Documents (as defined in the Holdings Agreement), in each case filed on or after December 31, 2008 and prior to the date of this Agreement (excluding any disclosures included in any risk factor section of such documents and any other disclosures in such documents to the extent that they are cautionary, predictive or forward-looking in nature) or (b) in a section of the disclosure schedule delivered concurrently herewith by the Xxxxxx Parties to Parent (the “Xxxxxx Disclosure Schedule”) corresponding to the applicable sections of this Article III to which such disclosure applies (provided, however, that any information set forth in one section of such Xxxxxx Disclosure Schedule also shall be deemed to apply to each other section of this Agreement to which its relevance is reasonably apparent), the Xxxxxx Parties hereby represent and warrant, jointly and severally, to the Parent Parties as follows:
Representations and Warranties of the Xxxxxx Parties. Each Xxxxxx Party, severally and not jointly, hereby represents and warrants to Qurate as follows:
Representations and Warranties of the Xxxxxx Parties. Each Xxxxxx Party hereby as to itself only severally and not jointly represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of the Xxxxxx Parties. The Xxxxxx Parties hereby represent and warrant to xxxxxxxxx.xxx as follows:
(a) All right, title and interest in and to the Intellectual Property is owned by WAMP, free and clear of all liens, security interests, license grants, mortgages or other encumbrances of any nature whatsoever;
(b) The Intellectual Property represents the existing Buyer-Driven Commerce applications, products and services of WAMP; and
(c) To the knowledge of the Xxxxxx Parties, no registration in respect of the Intellectual Property, or application to register the Intellectual Property, has lapsed, expired, been abandoned or been canceled. The Xxxxxx Parties shall, jointly and severally, indemnify xxxxxxxxx.xxx and its Successors and hold such Persons harmless from and against any and all claims, actions, suits, proceedings, liabilities, damages, legal fees (including the costs of defense) or any other liabilities or obligations arising from or relating to a breach of any of the above representations and warranties.
Representations and Warranties of the Xxxxxx Parties. Each Xxxxxx Party represents and warrants to the Company that: (a) such Xxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by such Xxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxx Party and, assuming the valid execution and delivery hereof by each of the other parties, is enforceable against such Xxxxxx Party in accordance with its terms, except as enforcement of this Agreement 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; (c) the execution, delivery and performance of this Agreement by such Xxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event that, with notice or lapse of time or both, could constitute a breach, violation or 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 Xxxxxx Party is a party or by which it is bound; and (d) the Xxxxxx Parties, together with their Affiliates, (i) beneficially own (as defined in Rule 13d-3 under the Exchange Act) in the aggregate 775,100 shares of Common Stock and (ii) have a Net Long Position in 3.9% of the shares of Common Stock.
Representations and Warranties of the Xxxxxx Parties. Each of the Partnership Entities and the Xxxxxx Parties, jointly and severally, hereby represents and warrants to each Underwriter that:
Representations and Warranties of the Xxxxxx Parties. Xxxx X. Xxxxxx, the Assignors and the Existing Partners hereby represent and warrant to Transferee as of the date of this Agreement and as of the Closing Date except with respect to any representations and warranties made as of a specific date, which shall be remade on the Closing Date as of such specific date (but, in all such events (i) with respect to each Assignor only, severally (and not jointly) with respect to matters relating to itself and to its assets and liabilities and (ii) with respect to each Existing Partner only, severally (and not jointly) with respect to matters relating to itself, to its Partnership Interests and the Property Owners of which it is a partner and such Property Owners' Property), in each case as follows:
(a) Existence and Power. The Property Owners, Princeton Land Partners, L.L.C., the Assignors and Existing Partners (other than the Existing Partners which are individuals) have been duly formed and each is a validly existing general partnership, limited partnership or limited liability company under the laws of the state of its organization. The Property Owners, Princeton Land Partners, L.L.C., the Assignors and Existing Partners have all power and authority under their respective organizational documents to enter into and deliver this Agreement and all other documents to be executed and delivered in connection with the transaction that is the subject of this Agreement, including, without limitation, all Related Agreements, to the extent they are to be executed by the Property Owners, Princeton Land Partners, L.L.C., the Assignors and/or Existing Partners, and to perform their respective obligations under this Agreement and the Related Agreements executed by the Property Owners, Princeton Land Partners, L.L.C., the Assignors and/or Existing Partners. The Property Owners, Princeton Land Partners, L.L.C., the Assignors and the Existing Partners have delivered to Transferee a true and complete copy of their respective organizational documents and qualification to do business in the State of New Jersey. The Existing Partners in the aggregate hold 100% of the partnership interests in the Property Owners; Schedule A-1 as attached hereto is true and correct in all respects except for the omission of percentages identifying each Existing Partners' partnership interest in each Property Owner; and Schedule A-1, as completed and delivered to Transferee pursuant to Section 2.1(s), shall accurately identify each Existing Partner's perce...
