REPRESENTATIONS AND WARRANTIES OF XXX. Except as set forth in the XXX Disclosure Letter (it being understood that any information set forth in one section or subsection of the XXX Disclosure Letter shall be deemed to apply to and qualify the Section or subsection of this Agreement to which it corresponds in number and each other Section or subsection of this Agreement or the XXX Disclosure Letter to the extent that the relevance of such information is reasonably apparent on the face of such disclosure), XXX represents and warrants to LMHC and Merger Subs as follows:
REPRESENTATIONS AND WARRANTIES OF XXX. Section 4.01 Organization and Good Standing; Organizational Documents 31 Section 4.02 Authority for Agreement 31 Section 4.03 XXX Subsidiaries 32 Section 4.04 No Conflict; Required Filings and Consents 33 Section 4.05 Compliance with Laws; Permits 33 Section 4.06 Litigation; Orders 34 Section 4.07 Absence of Certain Changes or Events 34 Section 4.08 Contracts 34 Section 4.09 XXX Insurance Companies 37 Section 4.10 Statutory Statement; Examinations 37 Section 4.11 Insurance Business 38 Section 4.12 Reinsurance 39 Section 4.13 Actuarial Reports 40 Section 4.14 XXX Investment Assets 40 Section 4.15 Taxes 41 Section 4.16 XXX Related Party Transactions 43 Section 4.17 Employee Benefit Plans 43 Section 4.18 Labor and Employment Matters 45 Section 4.19 Intellectual Property 46 Section 4.20 Insurance Coverage 48 Section 4.21 Real Property 48 Section 4.22 Environmental Matters 49 Section 4.23 Reserves 49 Section 4.24 Information Statement and Related Materials 50 Section 4.25 XXX Dividend Policy 50 Section 4.26 Financial Advisor Opinion 50 Section 4.27 Brokers or Finders 50 ARTICLE V REPRESENTATIONS AND WARRANTIES OF STFC Section 5.01 Organization and Good Standing; Organizational Documents 51 Section 5.02 Authority for Agreement 51 Section 5.03 Capitalization 52 Section 5.04 STFC Subsidiaries 53 Section 5.05 No Conflict; Required Filings and Consents 53 Section 5.06 Compliance with Laws; Permits 54 Section 5.07 Litigation; Orders 55 Section 5.08 STFC Reports; Financial Statements 55 Section 5.09 Absence of Certain Changes or Events 57 Section 5.10 Contracts 57 Section 5.11 STFC Insurance Companies 60 Section 5.12 Statutory Statement; Examinations 60 Section 5.13 Insurance Business 61 Section 5.14 Reinsurance 62 Section 5.15 Actuarial Reports 63 Section 5.16 STFC Investment Assets 64 Section 5.17 Taxes 64 Section 5.18 STFC Related Party Transactions 66 Section 5.19 Employee Benefit Plans 66 Section 5.20 Labor and Employment Matters 69 Section 5.21 Intellectual Property 70 Section 5.22 Insurance Coverage 71 Section 5.23 Real Property 71 Section 5.24 Environmental Matters 72 Section 5.25 Reserves 72 Section 5.26 Proxy Statement 73 Section 5.27 Takeover Statutes 73 Section 5.28 Financial Advisor Opinion 73 Section 5.29 Brokers or Finders 73 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF LMHC Section 6.01 Organization and Good Standing; Organizational Documents 74 Section 6.02 Authority for Agreement 74 Section 6.03 No Conflict; Required Filings and Consents 74 Section 6...
REPRESENTATIONS AND WARRANTIES OF XXX. Except as and to the extent disclosed in (x) the Xxx Reports filed prior to the date of this Agreement (but excluding any forward-looking disclosures set forth in any risk factor section or forward-looking statements sections therein, or disclosures contained in the Xxx Reports under any other captions to the extent the disclosures are predictive, cautionary or forward-looking in nature); provided that this clause (x) shall not be applicable to the representations and warranties set forth in Section 4.6 or any of the Xxx Fundamental Representations, or (y) the Xxx Disclosure Letter, Xxx hereby represents and warrants to the other Parties as follows:
REPRESENTATIONS AND WARRANTIES OF XXX. As CEO and 100 shareholder of the LELC, XXX represents and warrants to LEOM as of the date hereof that:
REPRESENTATIONS AND WARRANTIES OF XXX. Except as disclosed in the disclosure schedules delivered by Xxx to Buyer immediately prior to the execution of this Agreement (it being agreed that any information set forth in one section of such disclosure schedules shall be deemed to apply to each other section thereof to which its relevance is reasonably apparent) (the “Xxx Disclosure Schedules”), Xxx represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF XXX. XXX xxxes the following representations and warranties to SDRMI, each of which shall survive the closing:
(a) RMI has full right and authority to enter into this Agreement.
(b) RMI will exercise its best efforts and good faith to commercialize the TECHNOLOGY.
(c) RMI will exercise its best effort and good faith to assist SDRMI in any way possible in developing the TECHNOLOGY for all applications deemed appropriate.
(d) RMI shall not, during the term of this Agreement, compete with the TECHNOLOGY in any application for which the TECHNOLOGY is suitable. For purposes hereof, competition shall mean designing, developing, marketing, commercializing, or manufacturing any product or any technology which has a use or function similar to that served, or which may be served, by the TECHNOLOGY (the "Competitive Activity") or serving as an officer, director, owner, partner, shareholder, agent, or employee of any entity engaged in a Competitive Activity.
(e) RMI shall grant Robert Wilson a royalty of up to five percent of RMI'S net royalty xxxxxxxx xx xonsideration for obtaining a general release and shall exercise its best efforts to obtaining a general release and shall exercise its best efforts to obtain from Mr. Wilson a general release in favor of both SDRMI and RMI, a Confxxxxxxxxxxy Agreement concerning the TECHNOLOGY, and a Covenant not to Compete with the TECHNOLOGY executed by Mr. Wilson.
REPRESENTATIONS AND WARRANTIES OF XXX. To induce CFC to close the transactions contemplated in this Agreement, XXX makes the following representations and warranties to CFC, each of which shall survive the execution and delivery of this Agreement:
REPRESENTATIONS AND WARRANTIES OF XXX. 3.1 XXX represents and warrants to SWW and SWW HOLDINGS that: XXX is the beneficial owner of the Common Shares and has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer or cause to transfer the beneficial title and ownership of the Common Shares of SWW HOLDINGS to SWW HOLDINGS free and clear of all liens, charges, encumbrances and any other rights of others.
REPRESENTATIONS AND WARRANTIES OF XXX. XXX hereby represents and warrants to WGRAH that:
REPRESENTATIONS AND WARRANTIES OF XXX. Xxx and Xxxxx hereby represent and warrant to Company as follows, which representations and warranties shall be true and correct at and as of the Closing Date:
