Representations and Warranties of Xxxxxxxx. XXXXXXXX hereby represents and warrants to MSO, as of the Effective Date, that:
x. XXXXXXXX is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Iowa.
ii. XXXXXXXX has the requisite power and authority to enter into and deliver this Agreement, perform its obligations herein, and consummate the transactions contemplated hereby. XXXXXXXX has taken all necessary corporate action to authorize this Agreement. XXXXXXXX has duly executed and delivered this Agreement, and this Agreement is a legal, valid and binding obligation of XXXXXXXX enforceable against XXXXXXXX in accordance with its terms.
iii. Neither MEREDITH’s execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) violate any provision of MEREDITH’s certificate of incorporation or, bylaws; (ii) violate any agreement to which XXXXXXXX is a party; (iii) require any authorization, consent or approval of, exemption, or other action by, or notice to, any party; or (iv) violate any law or order to which XXXXXXXX is subject.
iv. There is no claim, litigation, investigation, arbitration, or other proceeding against XXXXXXXX, outstanding or, to the knowledge of XXXXXXXX, threatened, which could reasonably be expected to have a material adverse effect on this Agreement.
x. XXXXXXXX’x publication and/or operation of the Magazine, Websites and other MSO Interactive Properties and inclusion of any materials in the Magazine, Websites and other MSO Interactive Properties (other than the MSO Content) shall not infringe or violate the rights of any third party, be disparaging or defaming of any third party. XXXXXXXX has secured sufficient rights to all such materials for publication and use by XXXXXXXX as anticipated hereunder without cost or expense by MSO.
vi. The Consumer Data gathered, stored or processed by XXXXXXXX after the Effective Date as a result of the Magazine Business and the operation of the Websites and other MSO Interactive Properties and provided to MSO pursuant to this Agreement was gathered, stored, processed or provided in compliance with all applicable laws and any policies or agreements of XXXXXXXX and such data may be transferred to MSO without violating any of same. Such data so provided may be used per the terms of this Agreement by MSO without violating any applicable laws and any policies or agreements that may have existed between XXXXXXXX and any person.
Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to TRC on each Closing Date:
(A) Xxxxxxxx has been duly incorporated and is validly existing under the laws of Bermuda.
(B) The execution, delivery and performance of this Agreement by Xxxxxxxx have been duly authorized by all requisite corporate action and no further consent or authorization of Xxxxxxxx, its Board of Directors or its stockholders is required. This Agreement has been duly executed and delivered by Xxxxxxxx and, when duly authorized, executed and delivered by TRC, will be a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity.
(C) Xxxxxxxx understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Investment Securities.
(D) Xxxxxxxx is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act.
(E) Xxxxxxxx is purchasing the Investment Securities for its own account for investment only and not with a view to, or for resale in connection with, the public sale or distribution thereof in the United States, except pursuant to sales registered under the Securities Act or exempt from such registration.
(F) Xxxxxxxx understands that the Investment Securities are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal securities laws and that TRC is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment Securities.
(G) Xxxxxxxx is able to bear the economic risk of an investment in the Investment Securities and, at the present time, is able to afford a complete loss of such investment.
Representations and Warranties of Xxxxxxxx. In connection with the issuance of the Shares and the grant of the Option hereunder, Xxxxxxxx hereby represents and warrants to the Corporation as follows:
3.1 The Shares and the Option are acquired, and any Option Shares Xxxxxxxx may acquire pursuant to the exercise of the Option (the Shares and the Option, together with the Option Shares, collectively, the “Securities”), will be acquired, by Xxxxxxxx for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control.
3.2 Xxxxxxxx understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Corporation’s reliance on such exemption is predicated on Xxxxxxxx' representations set forth herein.
3.3 Xxxxxxxx understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely.
3.4 Xxxxxxxx has the ability to bear the economic risks of his investment in the Securities. Xxxxxxxx is able, without materially impairing his financial condition, to hold his investment in the Corporation for an indefinite period of time and to suffer a complete loss on his investment. Xxxxxxxx understands and has fully considered for purposes of his investment the risks of his investment and understands that (x) an investment in the Corporation is suitable only for an investor who is able to bear the economic consequences of losing his entire investment, (y) the Corporation has limited financial or operating history, and (z) an investment in the Corporation represents an extremely speculative investment which involves a high degree of risk of loss.
3.5 Xxxxxxxx acknowledges and agrees that all certificates evidencing the Shares and the Option Shares issuable upon the exercise of the Option shall bear substantially the...
Representations and Warranties of Xxxxxxxx. On or before the 7th day after the Effective Date (the “Disclosure Date”), Xxxxxxxx shall deliver to LMP a Disclosure Letter that compiles all of the disclosure schedules (including related information and documents) described herein. Xxxxxxxx represents and warrants to LMP and LMPX that the statements contained in this Article 2 are correct and complete as of the Effective Date, except as set forth in the schedules included in the Disclosure Letter, and Xxxxxxxx acknowledges that LMP and LMPX is relying on the following representations and warranties in entering into this Agreement. The disclosure schedules compiled in the Disclosure Letter will be arranged in pages or paragraphs corresponding to the lettered and numbered paragraphs contained in this Article 2.
Representations and Warranties of Xxxxxxxx. In order to induce the Company to accept this Option Agreement, Xxxxxxxx hereby represents and warrants to the Company as follows:
a. If in the future Xxxxxxxx desires to offer or dispose of the Option or any the Shares or any interst therein, he will do so only in compliance with applicable securies laws and this Option Agreement.
x. Xxxxxxxx acknowledges that there may be restrictions under the securities laws of the jurisdiction(s) in which he resides on the sale of the Shares he obtains on exercise of the Option, and that he should seek legal assistance before proceeding with the purchase or sale of said Shares.
x. Xxxxxxxx agrees that the representations and warranties of Xxxxxxxx set forth in this Section 9 shall survive the exercise of the Option and the termination or expiration of this Option Agreement for a period of six months.
Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to the Parties as follows:
Representations and Warranties of Xxxxxxxx. Xxxxxxxx represents and warrants to Company and the Company Shareholder as follows:
Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to Issuer, as of the date hereof and as of the date of the Closing, that:
(a) Xxxxxxxx has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement. This Agreement has been duly and validly executed and delivered by Xxxxxxxx and constitutes the valid and legally binding obligation of Xxxxxxxx enforceable against Xxxxxxxx in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles).
(b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any law or other restriction of any governmental entity to which Xxxxxxxx is subject, (ii) conflict with or result in a breach of any provision of Houlihan’s articles of incorporation or bylaws, or (iii) conflict with, result in a breach of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice, or result in the imposition or creation of any lien or any other encumbrance on Xxxxxxxx, under any material agreement, contract, lease, license, instrument, or other arrangement to which Xxxxxxxx is a party or by which it is bound or to which any of its properties or assets is subject. Xxxxxxxx is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any governmental entity in order for the Parties to consummate the transactions contemplated hereby, except as may be necessary as a result of any facts or circumstances relating solely to Issuer.
(c) Xxxxxxxx is an “accredited investor” as such term is defined in Rule 501 under the Securities Act.
(d) Xxxxxxxx acknowledges that Issuer has provided Xxxxxxxx with all information that Xxxxxxxx has requested in connection with Houlihan’s decision to purchase the Issued Shares, including all information Xxxxxxxx believes is necessary to make such investment decision. Xxxxxxxx has been given the opportunity to ask questions and receive answers, and has asked questions and re...
Representations and Warranties of Xxxxxxxx. 22 (a) Corporate Organization...................................22 (b) Capitalization...........................................23 (c) Authority; No Violation..................................23 (d) Consents and Approvals...................................24 (e) Financial Reports and SEC Documents......................25 (f) Absence of Undisclosed Liabilities.......................25 (g) Absence of Certain Changes or Events.....................25 (h) Legal Proceedings........................................26 (i) Compliance with Applicable Law...........................26 (j)
Representations and Warranties of Xxxxxxxx. Except as disclosed in the Xxxxxxxx disclosure schedule delivered to Tosco concurrently herewith (the "Xxxxxxxx Disclosure Schedule") or in the Xxxxxxxx SEC Documents, Xxxxxxxx hereby represents and warrants to Tosco as follows:
