Common use of Representations and Warranties of Xxxxxx Clause in Contracts

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Xxxxxx Group that Parent and Merger Sub as follows: (a) Xxxxxx (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) Xxxxxx is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware, and Xxxxxx is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified other than as would not reasonably be expected to materially impair the ability of Xxxxxx to perform its obligations hereunder or consummate the transactions contemplated hereby. (c) Xxxxxx has the legal capacity and all requisite power and authority to enter into execute and deliver this Agreement and the Xxxxxx Assignment and to carry out his perform its obligations hereunder and thereunder, (b) consummate the transactions contemplated hereby. The execution and delivery by Xxxxxx of this Agreement Agreement, the performance by Xxxxxx of its obligations hereunder and the Xxxxxx Assignment consummation by Xxxxxx has of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Xxxxxx (or its members or governing body, as applicable) and no other actions or proceedings on the part of Xxxxxx are necessary to authorize the execution and delivery by Xxxxxx of this Agreement Agreement, the performance by Xxxxxx of its obligations hereunder or the consummation by Xxxxxx Assignment, (c) this of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general principles of equity), equitable principles. (d) the Xxxxxx Assignment has been duly executed The execution and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or by Xxxxxx, the Xxxxxx Assignment performance by Xxxxxx constitutes of its obligations hereunder and the consummation by Xxxxxx of the transactions contemplated hereby do not and will not (i) result in a violation or breach or violation of, or conflicts constitute (with or without notice or lapse of time or both) a default under, or conflict with (A) any provision provisions of the organizational documents of Xxxxxx or (B) any Contract, trust, understanding, arrangement or restriction of any material agreement kind to which Xxxxxx is a partyparty or by which the Shares are bound, and or (fii) none subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of such material agreements any judgment, Order, decree, statute, Law, rule or regulation applicable to Xxxxxx or any of the Shares. (e) There is no Legal Action pending or, to the knowledge of Xxxxxx, threatened in writing against Xxxxxx at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair in any material respect the ability of Xxxxxx to perform his its obligations hereunder or thereunderconsummate the transactions contemplated hereby. (f) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Xxxxxx. (g) Xxxxxx understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Xxxxxx’x execution, delivery and performance of this Agreement.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Xxxxxx Group that each Investor that: (a) The Exchange Shares will have been duly authorized prior to the PIK Exchange Time and, when so issued, will have been validly issued, fully-paid, free and clear of any and all Encumbrances. (b) The execution, delivery and performance by Xxxxxx of this Agreement will not (i) violate any order, judgment or decree applicable to Xxxxxx or any of its Affiliates or (ii) conflict with, or result in a breach or default under, any agreement or instrument to which Xxxxxx or any of its Affiliates is a party or any term or condition of its Organizational Documents, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on Xxxxxx’x ability to satisfy its obligations hereunder. (c) Xxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Xxxxxx has the full power and authority and is duly authorized to make, enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery terms of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Xxxxxx and (assuming due authorization, execution and delivery by Holdco and the Investors) constitutes a valid and binding obligation agreement of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance, fraudulent transfer and other laws Applicable Laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equityequity regardless of whether such enforceability is considered in a proceeding in equity or at Applicable Law), (d) and no other action is necessary to authorize the Xxxxxx Assignment has been duly executed execution and delivered delivery by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming or the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his Xxxxxx’x obligations hereunder or thereunderhereunder.

Representations and Warranties of Xxxxxx. (Corporate and Initial Asset Interests). As an inducement to WEST and the other parties to enter into this Agreement, Xxxxxx hereby represents makes the following representations and warrants to warranties as of the Xxxxxx Group that Initial Closing Date and as of each Delivery Date: (a) Organization, Authority and Qualification of Xxxxxx. Xxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all necessary power and authority to own its properties as such properties are currently owned and to conduct its business as such business is currently conducted, and to enter into this Agreement and the Xxxxxx Assignment and Agreement, to carry out his its obligations hereunder and thereunderto consummate the transactions contemplated hereby. Xxxxxx is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, (b) except to the extent that the failure to be so licensed or qualified would not adversely affect the ability of Xxxxxx to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement by Xxxxxx, the performance by Xxxxxx of its obligations hereunder and the Xxxxxx Assignment consummation by Xxxxxx has of the transactions contemplated hereby have been duly authorized 9 by all necessary requisite action on the part of Xxxxxx. This Agreement has been, and the Beneficial Interest Assignments and, where applicable, Bills of Sale to which Xxxxxx and no other proceedings is a party will have been on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignmentapplicable Delivery Date, (c) this Agreement has been duly executed and delivered by Xxxxxx, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes, and each of the Beneficial Interest Assignments and Bills of Sale to which Xxxxxx and constitutes is a party will constitute, a legal, valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunderterms.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of SplitcoSpinco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to BGC Partners as follows: 4.1 Xxxxxx is duly organized, existing and in good standing (to the Xxxxxx Group that (aextent such concept is applicable) under the Laws of its jurisdiction of organization. 4.2 Xxxxxx has the all necessary entity power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Xxxxxx Assignment of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by Xxxxxx, and no other entity action on the part of Cantor is necessary to carry out his obligations hereunder authorize the execution, delivery and thereunder, (b) the execution and delivery performance by Xxxxxx of this Agreement and the Xxxxxx Assignment consummation of the transactions contemplated by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx Cantor in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms. 4.3 The execution and other laws affecting creditors’ rights generally and general principles delivery of equity), (d) the Xxxxxx Assignment has been duly executed and delivered this Agreement by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement its obligations hereunder will not constitute or the Xxxxxx Assignment by Xxxxxx constitutes result in (a) a breach or violation of, or conflicts with any provision a default under, Xxxxxx’x Organizational Documents, (b) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any material agreement obligations under, or the creation of a Lien on any of the assets of Cantor (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, Contract, note, mortgage, indenture, arrangement or other obligation binding upon Cantor, or (c) a conflict with, breach or violation of any Law applicable to Cantor or by which its properties are bound or affected, except, in the case of clause (b) or (c), for any breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be expected to impair the ability of Cantor to perform its obligations under this Agreement on a timely basis. 4.4 As of the date hereof, (a) Xxxxxx is a partythe record or beneficial owner of 45,122,728 Shares (consisting of all Class B Shares), and (fb) none Cantor and its controlling equityholders have sole voting power over and right to consent with respect to all such Shares. Except as contemplated by this Agreement, Xxxxxx has not entered into any tender, voting or other agreement or arrangement with respect to any Shares or entered into any other contract relating to the voting of any Shares. Any and all proxies in respect of the Shares or are revocable, and with respect to the subject matter of this Agreement, such material agreements proxies either have been revoked prior to the date hereof or are hereby revoked. 4.5 As of the date hereof, there is no Action pending or, to the knowledge of Xxxxxx, threatened against Xxxxxx or any of its Affiliates that, individually or in the aggregate, would reasonably be expected to impair in any material respect the ability of Xxxxxx Cantor to perform his its obligations hereunder under this Agreement or thereunderto consummate the transactions contemplated by this Agreement on a timely basis.

Representations and Warranties of Xxxxxx. (a) Xxxxxx represents and warrants that it shall comply in all material respects with all laws and regulations applicable to the conduct of its business pursuant to this Supply Agreement, including, but not limited to, the FD&C Act. (b) Xxxxxx is duly organized and validly existing under the laws of the State of Delaware and is duly qualified to carry on its business as now conducted and to own, lease and operate its property and assets and is in good standing in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification; (c) Xxxxxx hereby represents and warrants to the Xxxxxx Group Stellar that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary requisite action on the part of Xxxxxx and no other proceedings on its officers and directors necessary for the part authorization, execution, and delivery of this Supply Agreement and the performance of all obligations of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement hereunder has been duly executed and delivered by taken. (d) Xxxxxx and constitutes a valid and binding obligation of Xxxxxxshall only sell, and, assuming this Agreement constitutes a valid and binding obligation transfer or otherwise dispose of the Xxxxxx Group, is enforceable against Xxxxxx Product in accordance with its the terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by License Agreement entered into between Xxxxxx and constitutes a valid and binding obligation Stellar as of XxxxxxDecember 12, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), 2006. (e) neither Xxxxxx represents and warrants that, as of the execution, delivery or performance Effective Date of this Agreement Supply Agreement, neither it nor to Xxxxxx’x knowledge its Affiliates or their appointed representatives nor any of their respective employees, officers or directors has been charged with or convicted under applicable law for conduct relating to the Xxxxxx Assignment by Xxxxxx constitutes a breach development or violation ofapproval of any medical device, or conflicts with any provision otherwise relating to the regulation of any material agreement medical device. If at any time Xxxxxx becomes aware that it or its Affiliates or their appointed representatives or any of their respective employees, officers or directors is charged with or convicted under applicable law for conduct relating to which the development or approval of any FDA regulated product, Xxxxxx is a party, and (f) none will provide immediate written notice of such material agreements would impair in any material respect the ability of Xxxxxx same to perform his obligations hereunder or thereunderStellar.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to Ormat and the Xxxxxx Group that Company the following, as set forth in Schedule 9 to the LLC Agreement: (a) Xxxxxx is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite limited liability company power and authority to enter into this Agreement and transfer the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, Units as contemplated by the LLC Agreement. (b) Xxxxxx owns directly 30% of the execution and delivery of this Agreement and Company’s outstanding Class B Membership Interests to the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on extent that is what it was sold under the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, Original Purchase Agreement. (c) Xxxxxx has absolute record and beneficial ownership and title to all of the Membership Interests held by Xxxxxx to the extent that is what it was sold under the Original Purchase Agreement, free and clear of all Encumbrances except Permitted Encumbrances. (d) At or prior to the Closing, this Agreement has will have been duly and validly executed and delivered by Xxxxxx and constitutes (assuming due and valid execution by the other parties hereto) will constitute a legal, valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject subject, however, to applicable the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors’ from time to time in effect relating to the rights generally and remedies of creditors as well as to general principles of equity whether considered at law or in equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), . (e) neither Neither the execution, delivery and performance by Xxxxxx of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Organizational Documents of Xxxxxx, (ii) violate or conflict with (or give rise to any right of termination, cancellation or acceleration under) any of the terms, conditions or provisions of any material contract or other instrument or obligation that Xxxxxx is a party to or by which Xxxxxx is bound or (iii) violate any material Legal Requirement or any material license, franchise, permit or other authorization applicable to or affecting Xxxxxx or any of its assets. (f) No declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Body or any other Person that has not been made or obtained on or before the date hereof is necessary for the execution, delivery and performance by Xxxxxx of this Agreement or the Xxxxxx Assignment consummation by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereundertransactions contemplated hereby.

Representations and Warranties of Xxxxxx. (A) Xxxxxx hereby represents and warrants to Customer that it is in possession of and has the legal right to operate the Facility, and that it is duly authorized under all Applicable Laws, and has all permits and licenses necessary to provide the warehouse storage and services required by this Agreement; provided, however, the parties acknowledge that Xxxxxx Group that is not licensed to warehouse grain, cotton, tobacco, alcohol, medical devices, or other Goods for which a specific license is required for warehousing such goods. (aB) Xxxxxx represents and warrants to Customer that it has the power and authority legal capacity to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) Agreement; that the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all any necessary action corporate action; that the person executing this Agreement on the part behalf of Xxxxxx and no other proceedings on is duly authorized to do so; that upon execution by all the part of Xxxxxx are necessary to authorize parties, this Agreement or the Xxxxxx Assignmentshall constitute a legal, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid valid, and binding obligation Agreement of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; and other laws affecting creditors’ rights generally that the execution and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement will not conflict with or the Xxxxxx Assignment violate any law, agreement or obligation by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a partybound. (C) Xxxxxx represents and warrants to Customer that it will maintain the Facility in good condition and repair, normal wear and tear excepted, free from leaks, and it will provide and maintain fire safety and protection measures for the Facility in accordance with Applicable Laws. (fD) none Xxxxxx represents and warrants to Customer that it will keep the Goods sufficiently separate so as to permit at all times identification and delivery of the Goods, unless the warehouse receipt provides otherwise. (E) Xxxxxx agrees to indemnify, defend and hold Customer and its officers, directors, shareholders, employees, agents, and independent contractors harmless from all liabilities, claims, damages, fees, penalties, losses, costs and expenses (including reasonable attorneys’ fees) which any of such material agreements would impair in any material respect indemnified parties may incur as a result of a breach of the ability of Xxxxxx to perform his obligations hereunder or thereunderforegoing representations.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has Company, which representations and warranties shall survive the power and authority to enter into this Agreement and Closing, the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) following: a. All of the execution and delivery of this Agreement and the Xxxxxx Assignment Series A Shares are owned by Xxxxxx has been duly authorized by free and clear of all necessary action on the part liens, agreements, security interests, claims, charges and encumbrances of Xxxxxx any kind and nature, and no other proceedings on third party holds any right or interest (beneficial or otherwise) in the part Series A Shares. The Series A Shares have not been registered under the Securities Act of Xxxxxx 1933, as amended (the “Securities Act”), and are necessary therefore subject to authorize this restrictions, directly or indirectly, with respect to their transferability. b. This Agreement or the Xxxxxx Assignmentis a legal, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation agreement of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Xxxxxx has full power and authority to enter into and consummate this Agreement and sell the Series A Shares, (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation consent of Xxxxxx, and, assuming no other party or entity is necessary for the Xxxxxx Assignment constitutes a valid and binding obligation consummation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the transactions contemplated herein. The execution, delivery or and performance by Xxxxxx of this Agreement will not result in any violation of and will not conflict with, or the Xxxxxx Assignment by Xxxxxx constitutes result in a breach or violation of, any of the terms of, or conflicts with constitute a default under, any provision of state or federal law to which Xxxxxx is subject, any material agreement mortgage, indenture, agreement, document, instrument, judgment, decree, order, rule or regulation, or other restriction to which Xxxxxx is a partyparty or by which Xxxxxx may be bound, or result in the creation of any lien upon any of the properties or assets of Xxxxxx pursuant to any such term, or result in the suspension, revocation, impairment, forfeiture or non-renewal of any permit, license, authorization or approval applicable to Xxxxxx or any of Xxxxxx’x assets or properties. x. Xxxxxx understands that the Series A Shares may appreciate in value after the execution of this Agreement and Xxxxxx confirms he has received or has had full access to all the information he considers necessary or appropriate to make an informed decision to sell the Series A Shares. In determining whether to offer the Series A Shares, Xxxxxx has relied on his knowledge and understanding of the Company and its business based upon Xxxxxx’x due diligence investigation. Xxxxxx understands that no person or entity (including, without limitation, the Company or its officers or directors) has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and Xxxxxx has not relied on any other representations or information in making his decision to sell the Series A Shares, whether written or oral, relating to the Company, its operations and/or its prospects. x. Xxxxxx is a sophisticated investor and understands, acknowledges and agrees that the Company possesses or may possess material nonpublic information not known to Xxxxxx that will not become available until after the Closing and that may impact the value of the Series A Shares, including, without limitation, information received by principals and employees of the Company in their capacities as directors, officers, significant stockholders and/or affiliates of the Company, and (f) none that the Company is unable to disclose such information to Xxxxxx. Xxxxxx understands, based on his experience, the risks associated with purchasing the Series A Shares and notwithstanding this fact, the Company has deemed it appropriate to enter into this Agreement and to purchase the Series A Shares and hereby waives any claim, or potential claim, it has or may have against the Company relating to the Company’s possession of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereundernon-public information.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Xxxxxx Group that Seagate as follows: (a) Xxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to enter into and perform this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, Option Agreement. (b) the The execution and delivery of this Option Agreement and the Xxxxxx Assignment by Xxxxxx has consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part Board of Directors of Xxxxxx and no other corporate proceedings on the part of Xxxxxx are necessary to authorize this Option Agreement or to consummate the transactions contemplated hereby. The Board of Directors of Xxxxxx Assignmenthas duly approved the issuance and sale of the Option Shares, (c) upon the terms and subject to the conditions contained in this Option Agreement, and the consummation of the transactions contemplated hereby. This Option Agreement has been duly and validly executed and delivered by Xxxxxx and, assuming this Option Agreement has been duly and validly authorized, executed and delivered by Seagate, constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to creditors' rights generally; the availability of injunctive relief and other laws affecting creditors’ rights generally equitable remedies; and general principles of equity)limitations imposed by law on indemnification for liability under federal securities laws. (c) Xxxxxx has taken all necessary action to authorize and reserve for issuance and to permit it to issue, (d) and at all times from the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance date of this Option Agreement or through the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation ofdate of expiration of the Option will have reserved for issuance upon exercise of the Option, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability 8,015,420 authorized shares of Xxxxxx to perform his obligations hereunder Common Stock (or thereunder.such other amount as may be required pursuant to

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Xxxxxx Group that Seagate as follows: (a) Xxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to enter into and perform this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, Option Agreement. (b) the The execution and delivery of this Option Agreement and the Xxxxxx Assignment by Xxxxxx has consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part Board of Directors of Xxxxxx and no other corporate proceedings on the part of Xxxxxx are necessary to authorize this Option Agreement or to consummate the transactions contemplated hereby. The Board of Directors of Xxxxxx Assignmenthas duly approved the issuance and sale of the Option Shares, (c) upon the terms and subject to the conditions contained in this Option Agreement, and the consummation of the transactions contemplated hereby. This Option Agreement has been duly and validly executed and delivered by Xxxxxx and, assuming this Option Agreement has been duly and validly authorized, executed and delivered by Seagate, constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to creditors' rights generally; the availability of injunctive relief and other laws affecting creditors’ rights generally equitable remedies; and general principles limitations imposed by law on indemnification for liability under federal securities laws. (c) Xxxxxx has taken all necessary action to authorize and reserve for issuance and to permit it to issue, and at all times from the date of equitythis Option Agreement through the date of expiration of the Option will have reserved for issuance upon exercise of the Option, 8,015,420 authorized shares of Xxxxxx Common Stock (or such other amount as may be required pursuant to Section 10 hereof), each of which, upon issuance pursuant to this Option Agreement and when paid for as provided herein, will be validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, charges, encumbrances and security interests and not subject to any preemptive rights. (d) the Xxxxxx Assignment has been duly executed The execution, delivery and delivered performance of this Option Agreement by Xxxxxx and constitutes a valid and binding obligation the consummation by it of Xxxxxxthe transactions contemplated hereby except as required by the HSR Act (if applicable), and, assuming with respect to Section 4, compliance with the Xxxxxx Assignment constitutes a valid provisions of the Securities Act and binding any applicable state securities laws, do not require the consent, waiver, approval, license or authorization of or result in the acceleration of any obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation ofunder, or conflicts with constitute a default under, any term, condition or provision of any material agreement charter or bylaw, or any indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree or any restriction to which Xxxxxx is a party, and (f) none of such material agreements would impair in or any material respect the ability property of Xxxxxx or its subsidiaries is bound, except where failure to perform his obligations hereunder obtain such consents, waivers, approvals, licenses or thereunderauthorizations or where such acceleration or defaults could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to BGC Partners as follows: 4.1 Cantor is duly organized, existing and in good standing (to the Xxxxxx Group that (aextent such concept is applicable) under the Laws of its jurisdiction of organization. 4.2 Xxxxxx has the all necessary entity power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Xxxxxx Assignment of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by Xxxxxx, and no other entity action on the part of Cantor is necessary to carry out his obligations hereunder authorize the execution, delivery and thereunder, (b) the execution and delivery performance by Xxxxxx of this Agreement and the Xxxxxx Assignment consummation of the transactions contemplated by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx Cantor in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms. 4.3 The execution and other laws affecting creditors’ rights generally and general principles delivery of equity), (d) the Xxxxxx Assignment has been duly executed and delivered this Agreement by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement its obligations hereunder will not constitute or the Xxxxxx Assignment by Xxxxxx constitutes result in (a) a breach or violation of, or conflicts with any provision a default under, Xxxxxx’x Organizational Documents, (b) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any material agreement obligations under, or the creation of a Lien on any of the assets of Cantor (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, Contract, note, mortgage, indenture, arrangement or other obligation binding upon Cantor, or (c) a conflict with, breach or violation of any Law applicable to Cantor or by which its properties are bound or affected, except, in the case of clause (b) or (c), for any breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be expected to impair the ability of Cantor to perform its obligations under this Agreement on a timely basis. 4.4 As of the date hereof, (a) Xxxxxx is a partythe record or beneficial owner of 45,122,728 Shares (consisting of all Class B Shares), and (fb) none Cantor and its controlling equityholders have sole voting power over and right to consent with respect to all such Shares. Except as contemplated by this Agreement, Xxxxxx has not entered into any tender, voting or other agreement or arrangement with respect to any Shares or entered into any other contract relating to the voting of any Shares. Any and all proxies in respect of the Shares or are revocable, and with respect to the subject matter of this Agreement, such material agreements proxies either have been revoked prior to the date hereof or are hereby revoked. 4.5 As of the date hereof, there is no Action pending or, to the knowledge of Xxxxxx, threatened against Xxxxxx or any of its Affiliates that, individually or in the aggregate, would reasonably be expected to impair in any material respect the ability of Xxxxxx Cantor to perform his its obligations hereunder under this Agreement or thereunderto consummate the transactions contemplated by this Agreement on a timely basis.

Representations and Warranties of Xxxxxx. Xxxxxx hereby Squire represents and warrants to the Xxxxxx Group that Ayre that: (a) Xxxxxx it is a corporation duly incorporated, organized, validly subsisting and in good standing under its jurisdiction of incorporation; (b) it has the all requisite power and authority to enter into execute, deliver and perform its obligations under this Agreement and to consummate the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is Squire enforceable against Xxxxxx it in accordance with its terms (subject to applicable terms, provided that enforcement may be limited by bankruptcy, insolvency, fraudulent transferliquidation, reorganization, moratorium reconstruction and other laws Laws, whether or not similar, generally affecting enforceability of creditors’ rights generally and general principles that equitable remedies such as specific performance and injunctive relief are in the discretion of equity), the court from which they are sought; (d) the Xxxxxx Assignment has been Exchanged Shares or Common Shares issuable pursuant Section 2.3 pursuant to a Third Party Transfer upon issuance shall be duly executed issued and delivered outstanding as fully paid and non-assessable shares; (e) that it shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon exchange of the NVP Shares, the number of Common Shares required to be issued in respect of the issued and outstanding NVP Shares; (f) upon their issuance, the Party to whom they are issued in accordance with the terms of this Agreement shall have good and marketable title to the Exchanged Shares or Common Shares issuable pursuant Section 2.3 pursuant to a Third Party Transfer free and clear of any and all Encumbrances and any and all rights and privileges capable of becoming encumbrances arising from Squire; (g) the execution and delivery of this Agreement by Xxxxxx and constitutes a valid the observance and binding obligation performance of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid terms and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance provisions of this Agreement on the part of Squire does not constitute a violation of applicable Law or the Xxxxxx Assignment by Xxxxxx constitutes a violation or a breach of Squire’s constating documents or violation of, by-laws or conflicts with any provision of any material agreement contract or other instrument to which Xxxxxx Squire is a partyparty or by which it is bound; (h) as of the date of this Agreement, that the NVP Shares and the Exchanged Shares and Common Shares issuable pursuant Section 2.3 pursuant to a Third Party Transfer are not taxable Canadian property for purposes of the Tax Act; and (fi) none as of such material agreements would impair the date of this Agreement, it is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any material proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed over any part of its assets, had any encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property. Squire further covenants that the ability of Xxxxxx to perform his obligations hereunder or thereunderrepresentations and warranties provided in Section 4.1 shall remain true until this Agreement is terminated and in accordance with Section 4.3.

Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Xxxxxx Group that other Parties that: (a) Xxxxxx is duly organized, validly existing and has the all requisite power and authority to enter into this Agreement execute and the Xxxxxx Assignment deliver, and to carry out his perform all of its obligations hereunder under this Agreement, and thereunder, all instruments and other documents executed and delivered by Xxxxxx in connection herewith; (b) the execution execution, delivery and delivery performance of this Agreement and the Xxxxxx Assignment consummation by Xxxxxx has of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Note and Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares) have been duly authorized by all necessary action on the part of the shareholders and board of directors of Xxxxxx and no further filing, consent or authorization is required by Xxxxxx, its board of directors or shareholders or other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, governing body; (c) this Agreement has been been, and all other documents referenced under this Agreement, to which it is a party will be prior to the closing, duly executed and delivered by Xxxxxx Xxxxxx, and each constitutes a the legal, valid and binding obligation obligations of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), respective terms; (d) the Xxxxxx Assignment has been issuance of the New Note and the Preferred Shares are duly executed authorized and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx upon issuance in accordance with its the terms (subject to applicable bankruptcyof this Agreement has been, insolvencyand all other documents referenced under this Agreement, fraudulent transfershall be validly issued, reorganizationfully paid and non-assessable and free from all preemptive or similar rights, moratorium taxes, liens, charges and other laws affecting creditors’ rights generally and general principles of equity), encumbrances with respect to the issue thereof; (e) neither upon conversion in accordance with the Amended and Restated Articles, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holder being entitled to all rights accorded to a holder of Common Stock; (f) subject to the accuracy of the representations and warranties of Drawbridge in this Agreement, the offer and issuance by Xxxxxx of the New Shares is exempt from registration under the Securities Act and state securities laws; (g) the execution, delivery or and performance of this Agreement or the Xxxxxx Assignment has been, and all other documents referenced under this Agreement, by Xxxxxx constitutes and the consummation by Xxxxxx of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Note, the Preferred Shares, the Conversion Shares and the reservation for issuance of the Conversion Shares) will not (i) result in a breach violation of the articles of incorporation or violation other organizational or charter documents of Xxxxxx, any capital stock of Xxxxxx or bylaws of Xxxxxx, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or conflicts with any provision of any material agreement instrument to which Xxxxxx is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws, rules and regulations) applicable to Xxxxxx; (h) Xxxxxx is not required to obtain any consent from, authorization or order of, or make any filing or registration with any governmental entity or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement has been, and all other documents referenced under this Agreement, in accordance with the terms hereof or thereof; (i) upon the filing of the Amended and Restated Articles and after giving effect to the transactions contemplated hereunder, the authorized capital stock of Xxxxxx will consist of (1) 600,000,000 shares of Common Stock, of which 59,299,101 will be issued and outstanding, 150,025,000 will be reserved for issuance upon conversion of Series A Preferred Stock and 69,800,000 will be reserved for issuance upon conversion of Series B Preferred Stock, and (f2) 71,300,250 shares of preferred stock, of which, 1,500,250 will be designated as Series A Preferred Stock and 69,800,000 will be designated as Series B Preferred Stock, of which 1,500,250 and 69,800,000 will be issued and outstanding, respectively. Except for the Series A Preferred Stock, Series B Preferred Stock and the New Note, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of Xxxxxx, or contracts, commitments, understandings or arrangements by which Xxxxxx is or may become bound to issue additional capital stock of Xxxxxx or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of Xxxxxx; (j) none of such Xxxxxx’x capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Xxxxxx and there are no shareholders, buy-sell, voting, or other agreements among holders of capital stock of Xxxxxx; (k) except for the New Note, there are no (i) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of Xxxxxx, (ii) contracts, commitments, understandings or arrangements by which Xxxxxx is or may become bound to issue additional capital stock of Xxxxxx or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of Xxxxxx, or (iii) securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the New Shares; (l) there are no actions, suits or proceedings, pending or to the knowledge of Xxxxxx, threatened, before any judicial, administrative or other governmental authority that would prohibit the performance by Xxxxxx of this Agreement and/or the transactions contemplated hereby; and (m) all disclosure provided to Drawbridge regarding Xxxxxx, its business and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of Xxxxxx is true and correct in all material agreements would impair in respects and does not contain any untrue statement of a material fact or omit to state any material respect fact necessary in order to make the ability statements made therein, in the light of Xxxxxx to perform his obligations hereunder or thereunderthe circumstances under which they were made, not misleading. All of the representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.