Representations and Warranties of Xxxxxxxxxxx. Xxxxxxxxxxx represents and warrants to the Company that (a) the authorized signatory of Xxxxxxxxxxx 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 Xxxxxxxxxxx thereto, (b) this Agreement has been duly authorized, executed and delivered by Xxxxxxxxxxx, and is a valid and binding obligation of Xxxxxxxxxxx, enforceable against Xxxxxxxxxxx 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 Xxxxxxxxxxx as currently in effect, (d) the execution, delivery and performance of this Agreement by Xxxxxxxxxxx does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Xxxxxxxxxxx, 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, Xxxxxxxxxxx beneficially owns in the aggregate 6,499,621 shares of Common Stock and (f) as of the date hereof, other than as disclosed herein or in the Press Release defined in Section 5 below, Xxxxxxxxxxx does not currently have, and does not currently have any right to acquire, any interest in any other securities of the Company (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 any obligations measured by the price or value of any securities of the Company or any of its controlled Affil...
Representations and Warranties of Xxxxxxxxxxx. Xxxxxxxxxxx hereby represents and warrants to Maptelligent that:
Representations and Warranties of Xxxxxxxxxxx. Xxxxxxxxxxx hereby represents and warrants to the Company as follows:
Representations and Warranties of Xxxxxxxxxxx. Xx execution of this Agreement, Shareholder represents and warrants to China Green as follows:
Representations and Warranties of Xxxxxxxxxxx. Xxxxxxxxxxx hereby represents and warrants to, and covenants with, Pioneer as follows:
Representations and Warranties of Xxxxxxxxxxx. Xxxxxxxxxxx represents and warrants to the Company as follows: (a) it is a licensed broker-dealer registered with the SEC and FINRA and is licensed under FINRA regulations to sell Securities to QIBS and accredited investors; (b) there are no judgments, orders, decrees, or like actions, or any proceedings pending, before the SEC, FINRA, any State, or any court or arbitration panel that prohibit or effect it from carrying out its obligations under this Agreement; and (c) this Agreement has been duly authorized and approved by it, does not contravene its organizational documents or any agreement or order to which it is a party, and is a legal and valid obligation binding on it.
Representations and Warranties of Xxxxxxxxxxx. Xxxxxxxxxxx represents and warrants to the Company as follows: (a) it is a licensed broker-dealer registered with the SEC and FINRA; (b) there are no judgments, orders, decrees, or like actions, or any proceedings pending, before the SEC, FINRA, any State, or any court or arbitration panel that prohibit or effect Xxxxxxxxxxx from carrying out its obligations under this Agreement; and (c) this Agreement has been duly authorized and approved by Xxxxxxxxxxx, does not contravene its organizational documents or any agreement or order to which it is a party, and is a legal and valid obligation binding on Xxxxxxxxxxx.
Representations and Warranties of Xxxxxxxxxxx. Xxxxxxxxxxx represents to the Company that during the term of this Agreement that (a) neither he nor his employees or agents, to the best of Xxxxxxxxxxx'x knowledge and belief, will make any untrue statement of material fact in connection with any consulting services, and (b) to the best of Xxxxxxxxxxx'x knowledge and belief, all actions taken by him and his employees and agents on behalf of the Company, in connection with any consulting services, will be conducted in compliance with all applicable state and federal laws.
Representations and Warranties of Xxxxxxxxxxx. (a) Except (i) to the extent qualified in the Xxxxxxxxxxx Disclosure Letter or (ii) as disclosed in the Xxxxxxxxxxx Xxxxxxx in documents filed prior to the date hereof, excluding any disclosures contained under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature, Xxxxxxxxxxx represents and warrants to APM as set forth in Schedule C and acknowledges and agrees that APM is relying upon such representations and warranties in connection with the entering into of this Agreement.
Representations and Warranties of Xxxxxxxxxxx
