Common use of Representations and Warranties of Xxxxx Clause in Contracts

Representations and Warranties of Xxxxx. Xxxxx represents and warrants that: a) Xxxxx is a corporation duly organized, validly existing and in good standing under the laws of the Federal Republic of Germany and is duly qualified as a corporation authorized to do business under the laws of the Federal Republic of Germany; b) Xxxxx has all requisite corporate power, authority and legal right to enter into this Agreement and to perform and observe the provisions of this Agreement; c) the execution, delivery and performance by Xxxxx of this Agreement and the consummation of the transactions contemplated thereby are within corporate powers and do not contravene Conti’s constituting documents; d) this Agreement constitutes valid and binding obligations of Xxxxx, enforceable against Xxxxx in accordance with their terms; e) apart from those already obtained by Xxxxx, no authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other consent or approval is required for the due execution, delivery and performance by Xxxxx of this Agreement and the consummation of the transactions contemplated thereby; f) Xxxxx has not previously assigned or granted a security interest in the Building Contract to any other person other than Nord/LB in connection with the financing of the purchase price of the Vessel, which interest will be fully released and discharged as of the delivery of the Vessel to Seaspan; g) Xxxxx has provided Seaspan with a full and complete copy of the Building Contract, including the amendments as set out in Exhibit VI and the refund guarantee and there are no other amendments; and h) the Building Contract is in full force and effect and, as of the date hereof, Xxxxx is in full compliance with its terms and conditions.

Representations and Warranties of Xxxxx. Xxxxx further represents and warrants that: (a) Xxxxx is a corporation duly organized, validly existing has the power and in good standing under the laws of the Federal Republic of Germany and is duly qualified as a corporation authorized to do business under the laws of the Federal Republic of Germany; b) Xxxxx has all requisite corporate power, authority and legal right to enter into this Agreement and to perform and observe the provisions of this Agreementhis obligations hereunder; c) the execution, delivery and performance by Xxxxx of this Agreement and the consummation of the transactions contemplated thereby are within corporate powers and do not contravene Conti’s constituting documents; d(b) this Agreement has been duly executed and delivered by Xxxxx and constitutes a legal valid and binding obligations obligation of Xxxxx, enforceable against Xxxxx him in accordance with their terms; e) apart from those already obtained by Xxxxx, no authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other consent or approval is required for the due execution, delivery and performance by Xxxxx of this Agreement and the consummation of the transactions contemplated thereby; f) Xxxxx has not previously assigned or granted a security interest in the Building Contract to any other person other than Nord/LB in connection with the financing of the purchase price of the Vessel, which interest will be fully released and discharged as of the delivery of the Vessel to Seaspan; g) Xxxxx has provided Seaspan with a full and complete copy of the Building Contract, including the amendments as set out in Exhibit VI and the refund guarantee and there are no other amendments; and h) the Building Contract is in full force and effect and, as of the date hereof, Xxxxx is in full compliance with its terms and conditions. (c) Xxxxx has been advised that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”); (d) Xxxxx is acquiring the Shares for his account for investment purposes only; that he has no present intention of selling or otherwise disposing of the Shares in violation of the securities laws of the United States; (e) Xxxxx is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act; (f) Xxxxx is familiar with the business, management, financial condition and affairs of the Company; (g) Xxxxx is the sole beneficial owner of, and has good and marketable title to, the Note and owns the Note free from all taxes, liens, claims, encumbrances and charges with respect to the delivery thereof; (h) there are no outstanding rights, options, subscriptions or other agreements or commitments obligating Xxxxx to sell or transfer the Note, and other than pursuant to applicable securities laws, the Note is not subject to any lock-up or other contractual restriction on its transfer or on the ability of Buyers to sell or transfer the Note; and (i) when contributed in accordance with the terms of this Agreement, Paligent will acquire good and marketable title to that portion of the Note so contributed, free from all taxes, liens, claims and encumbrances and charges with respect to the delivery thereof.