Representations by Xxxxxxx. Xxxxxxx represents and warrants to Client as follows:
(a) Huygens has all governmental and regulatory licenses and approvals and has effected all filings and registrations with governmental and regulatory agencies required in order to perform its obligations under this Agreement.
(b) All information furnished in writing by Xxxxxxx to Client regarding Xxxxxxx and its past investment performance, trading systems, methods, models and strategies, is accurate and complete in all material respects.
(c) There is not pending nor, to the best knowledge of Xxxxxxx, threatened any action, suit, proceeding, or investigation before or by any court, governmental, regulatory, self-regulatory or exchange body to which Xxxxxxx is a party which might reasonably be expected to result in any material adverse change in (i) the condition (financial or otherwise), business or prospects of Huygens or (ii) Xxxxxxx’x ability to perform its obligations under this Agreement. Xxxxxxx shall inform Client promptly if Xxxxxxx becomes the subject or receives notice of any such investigation, claim or proceeding.
Representations by Xxxxxxx. XXXXXXX represents and warrants to the Company as follows:
(a) XXXXXXX has received, read and understands the provisions of each of the Company's reports on Forms 8-K, 10-QSB and 10-KSB for the past three fiscal years, including the following: (i) the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004; and (ii) the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004; XXXXXXX understands that all of the foregoing together with this Note Purchase Agreement shall be referred to herein as "Offering Materials".
(b) XXXXXXX has relied only upon the information presented and contained in the Offering Materials and in the QTEK's filings with the SEC. XXXXXXX has had the opportunity to ask of the person or persons acting on behalf of the Company any and all relevant questions in connection with any aspect of the Company including, but not limited to, the Securities offered by the Offering Materials and has received answers which it considers to be reasonably responsive to such questions. XXXXXXX has had the opportunity to verify the accuracy of the information contained in the Offering Materials. XXXXXXX understands that the proceeds from the sale of the Note and Securities will be used for the purpose of securing an irrevocable letter of credit.
(c) XXXXXXX understands that it is subscribing for the Securities without being furnished any literature or prospectus in connection with the offering of the Securities other than the Offering Materials, and that the offering of the Securities presented in the Offering Materials will not have been scrutinized by the securities administrator or similar bureau, agency, or department of the state of its domicile.
(d) XXXXXXX understands (i) that neither the Warrants nor the Warrant Stock has been registered under the Act or registered or qualified under the securities laws of the state of domicile of XXXXXXX; (ii) that except as otherwise provided in the Registration Rights Agreement, XXXXXXX has no right to require such registration or qualification; and (iii) that therefore XXXXXXX must bear the economic risk of the investment for an indefinite period of time because neither the Warrants nor Warrant Stock may be sold unless so registered or qualified or unless an exemption from such registration and qualification is available.
(e) Subject to being resold pursuant to an effective registration statement, the Securities are being purchased for XXXXXXX'x own account for inv...
Representations by Xxxxxxx. Xxxxxxx hereby represents to the Company that he is physically and mentally capable of performing his duties hereunder and he has no knowledge of present or past physical or mental conditions that would cause him not to be able to perform his duties hereunder. Xxxxxxx further represents to the Company that he has never been convicted of any criminal offense or found (either through adjudication or settlement) civilly liable for any violation of any federal or state health care fraud or abuse law. Xxxxxxx further represents to the Company that he has not been sanctioned, excluded, debarred, suspended, or otherwise prohibited from participation in a federal health care program pursuant to the provisions of 42 U.S.C. § 1320a et seq. and that he is a Board Certified Physician.
Representations by Xxxxxxx x. Xxxxxxx represents and warrants to MEXIVADA that, subject to the paramount title of the United States:
i) Xxxxxxx is the sole owner of the Xxxxxxx Claims and holds good record title to the Xxxxxxx Claims free and clear of all liens, encumbrances, leases, royalties or agreements of any kind;
ii) all of the Xxxxxxx Claims were properly located and monumented and all filings and recordings necessary to locate the Xxxxxxx claims have been timely and properly recorded in Elko County, Nevada and filed with the Nevada State Office of the Bureau of Land Management;
iii) all recording and service charges and location and maintenance fees have been paid to maintain the filed Xxxxxxx Claims until August 31, 2011; and,
iv) Xxxxxxx has no knowledge of any adverse environmental conditions, hazardous waste, or outstanding reclamation obligations currently affecting the Xxxxxxx Claims.
x. Xxxxxxx has conducted no operations on the Xxxxxxx Claims and shall assume no responsibility for environmental conditions, claims, demands or liabilities arising out of or in connection with past operations on the Xxxxxxx Claims.
Representations by Xxxxxxx. Xxxxxxx represents to the Plaintiff and the Class as follows:
(a) According to Xxxxxxx’x actual records, there are approximately 501,000 members of the Settlement Class and they have paid Xxxxxxx modal premiums of approximately $86,000,000.00 during the period defined in the Settlement Class definition set forth in Paragraph 1 of the Settlement Agreement. Xxxxxxx agrees to cooperate with Plaintiff’s attorneys, actuaries and other professionals to verify the accuracy of the number of members of the Settlement Class and of the amounts of the total modal loadings.
(b) Xxxxxxx has provided to Plaintiff’s counsel a detailed and accurate explanation by one of its actuaries and/or information technology staff explaining the method by which the number of Class Members and the total modal loadings paid by them, as stated in this Paragraph 16, were calculated. Xxxxxxx has also furnished underlying information and records that support and confirm those calculations. Plaintiff agrees that Xxxxxxx has provided the explanation and information and records referenced herein.
(c) Xxxxxxx has electronic addresses for approximately 426,000 members of the Settlement Class. As to the remaining approximately 75,000 members of the Settlement Class, Xxxxxxx represents that it has no electronic addresses, that the addresses of those Class Members cannot be identified through reasonable effort and, even if they could be identified, the addresses would be unreliable because of age, and that notice by publication is the best notice practicable under the circumstances,
Representations by Xxxxxxx. Xxxxxxx agrees that if, after signing this Agreement, he thereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the claims released hereunder, or asserts in any manner against PBSJ any of the claims released hereunder, Xxxxxxx shall pay to PBSJ, or the employee, officer, director, agent, representative, or shareholder, or their successor in interest, in addition to any other damages caused by him, all attorneys’ fees incurred by any of them in defending or in otherwise responding to such suit or claim.
Representations by Xxxxxxx. 7.1 Xxxxxxx hereby represents and warrants to the CSI Shareholders that the following statements are true and correct as of the date hereof and shall remain true and correct as of the Effective Date as if made again at and as of that time: E -120
(a) Xxxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and carry on its business as is now being conducted. Complete and corrected copies of Xxxxxxx'x Certificate of Corporation and By-Laws, as amended, to date hereof, have been delivered to CSI Shareholders.
(b) Xxxxxxx'x authorized capital stock consists of Fifteen Million (15,000,000) shares of common stock, par value .01, of which Eleven Million Three Hundred Thirty- Seven Thousand Two Hundred Seventy-Eight (11,337,278 including 20,900 shares of Treasury Stock) shares of common stock were issued and outstanding on October 14, 1997, and Two Million (2,000,000) shares of preferred stock, none of which were issued and outstanding on October 14, 1997. A sufficient number of shares of Xxxxxxx Stock has been reserved with Xxxxxxx'x transfer agent to effectuate this merger. Upon the determination of any adjustments to this Agreement, if any, that will require the issuance of additional Xxxxxxx Stock, Xxxxxxx agrees to reserve with its transfer agent at such time sufficient shares to implement such adjustments.
Representations by Xxxxxxx. Xxxxx Xxxxxx Concerning the Funds. Xxxxxxx Xxxxx Barney and its agents and employees are not authorized to make any representations concerning the Funds or their Shares except those contained in or consistent with the Prospectus and such other written materials you provide relating to the Funds or other statements or representations, written or oral, which you furnish or make to Xxxxxxx Xxxxx Xxxxxx about the Funds.
Representations by Xxxxxxx. Xxxxxxx hereby represents and warrants to the Company that (i) he has full authority to enter into this Agreement and the Amended and Restated Employment Agreement, (ii) that he has not breached any of the provisions of Sections 6, 7 or 8 of the Employment Agreement and (iii) that he has not assigned any rights being released pursuant to Section 11 below.
Representations by Xxxxxxx. Upon the execution and approval of this Agreement by the Sparks City Council and following the revocation period set forth in paragraph 14, Xxxxxxx agrees that:
a) Xxxxxxx represents that she has not filed any complaint, claim or action against City, its elected officials, employees, or agents with any state, federal or local agency or court (state or federal) other than the action identified in the Recitals (above) and will not do so at any time hereafter for any cause or claim arising from the date of Xxxxxxx'x initial employment by the City until the approval of this Agreement by the Sparks City Council, except as may be necessary to enforce the provisions of this Agreement;
b) Xxxxxxx further represents and warrants that she has not heretofore assigned any claim or portion of any claim against the City, its elected officials, and employees to any third party;
c) Xxxxxxx agrees that the consideration provided in this Agreement is not an admission of liability for any purpose by City, its elected officials, employees or agents;
d) The Parties agree that each should proceed in the future without disparaging the reputation, character or performance of the other. Further, Xxxxxxx agrees not to use any information garnered during her employment at the City or as a result of the lawsuit. Xxxxxxx agrees to refrain from making any disparaging comments about the City, its agents, officials, representatives and/or employees, its business reputation or its practices. Disparaging comments shall include any communication which tends to place the City in a negative light or hold it up to public ridicule or disgrace.
