Representations and Warranties of Xxxxxxxxxxx. Xxxxxxxxxxx represents and warrants to the Company that (a) the authorized signatory of Outerbridge 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 Outerbridge thereto, (b) this Agreement has been duly authorized, executed and delivered by Outerbridge, and is a valid and binding obligation of Outerbridge, enforceable against Outerbridge 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 Outerbridge as currently in effect, (d) the execution, delivery and performance of this Agreement by Outerbridge does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Outerbridge, 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, Outerbridge beneficially owns in the aggregate 5,132,753 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, Outerbridge 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. 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 Maptelligent that:
a. While he was an officer, director or a person who exercised any managerial control of Maptelligent, while in such capacity he acted in the best interests of Maptelligent and did not engage in any self-dealing or otherwise violate any fiduciary obligations he may have had to Maptelligent.
b. He has not assigned any claims it may have under the Purchase Agreement to any third-party.
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. (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.
(b) The representations and warranties of Xxxxxxxxxxx contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.
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. 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 hereby represents and warrants to, and covenants with, Pioneer as follows:
(a) Xxxxxxxxxxx has full power and authority to permit him to execute and deliver this Agreement and to perform all of the obligations contained herein, and none of such actions will violate any provisions of law or will violate or constitute a default under any agreement or instrument to which Xxxxxxxxxxx is a party.
(b) This Agreement constitutes, and each instrument to be executed and delivered by Xxxxxxxxxxx in connection with the exercise of the Option will constitute, a valid and legally binding obligation of Xxxxxxxxxxx, enforceable against him in accordance with its terms.
(c) No other person will be permitted to become a shareholder (other than pursuant to the exercise of this Option) without prior written notice to the Pioneer and the grant to Pioneer of an option of such person's interest in form and substance comparable to this Agreement.
(d) Xxxxxxxxxxx shall take, or cause to be taken, all steps necessary to maintain the P.C. as a New York professional corporation in good standing and, without the prior written consent of the Pioneer, shall not take, or cause or allow to be taken, any steps to dissolve the P.C..
(e) A legend shall be placed on each stock certificate issued by the P.C. to Xxxxxxxxxxx indicating that the shares represent by that certificate are subject to this Agreement and may not be transferred without the express written consent of Pioneer.
Representations and Warranties of Xxxxxxxxxxx. XXX
SECTION 4.1 Corporate Existence and Power . . . . . . . . . . . 30 SECTION 4.2 Corporate Authorization . . . . . . . . . . . . . . 31 SECTION 4.3
Representations and Warranties of Xxxxxxxxxxx
