Representations of the. Stockholders Regarding the Shares. -------------------------------------------------------- Each Stockholder severally represents and warrants to the Buyer as follows:
(a) such Stockholder has good and marketable title to the Shares which are to be transferred to the Buyer by such Stockholder pursuant to this Agreement, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever. Schedule SH sets forth a true and correct description of all Shares owned by such Stockholder;
(b) such Stockholder has the full right, power and authority to enter into this Agreement and the other agreements contemplated by this Agreement to which it is a party and to transfer, convey and sell to the Buyer at the Closing the Shares to be sold by such Stockholder under this Agreement and, upon consummation of the purchase contemplated by this Agreement, the Buyer will acquire from such Stockholder good and valid title to such Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever;
(c) such Stockholder is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery by such Stockholder of this Agreement or any other agreement contemplated by this Agreement to which such Stockholder is a party or the transfer, conveyance and sale of the Shares to be sold by such Stockholder to the Buyer pursuant to the terms of this Agreement;
(d) no finder, broker, investment banker or the like (an "Intermediary") has acted for such Stockholder in connection with this Agreement or the transactions contemplated by this Agreement, and no Intermediary is entitled to any brokerage or finder's fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of such Stockholder; and
(e) such Stockholder does not hold shares that are subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Internal Revenue Code of 1986, as amended (the "Code")) with respect to which a valid election under Section 83(b) of the Code has not been made, and no payment to any Stockholder of any portion of the consideration payable pursuant to this Agreement will result ...
Representations of the. Stockholders Regarding the Shares -------------------------------------------------------- Each Stockholder severally represents and warrants to the Buyers as follows:
Representations of the lessee With Respect to the Property on the closing Date. The Lessee hereby represents and warrants as of the Closing Date as follows:
Representations of the. Sellers and the Principals ------------------------------------------------- The Sellers and the Principals, jointly and severally, represent and warrant to the Buyer as follows (it being understood that all references in this Section 2 to the Sellers shall be deemed to include all of the Sellers, unless the context otherwise requires):
Representations of the. Seller Regarding the Seller -------------------------------------------------- The Seller hereby represents and warrants to the Buyer that:
Representations of the. STOCKHOLDERS Section 3.1
Representations of the. PURCHASER Section 4.1 Existence and Good Standing.................................. 4 Section 4.2 Execution and Validity of Agreement.......................... 5 Section 4.3 No Restrictions.............................................. 5 Section 4.4 Non-Contravention; Approvals and Consents.................... 5 4.4.1
Representations of the. TRANSFERORS AND EACH ADDITIONAL TRANSFEROR AS TO MATTERS OF FACT
Representations of the. Author
5.1 You must be the author, or the authorized agent of the author(s); if the Article has more than one author, the Author by submitting this form represents that s/he has the authority to act on behalf of all other authors and will inform the other authors of the terms of this Agreement;
5.2 the author owns the copyright to the Article and has full power to enter into this Agreement and to convey the rights herein granted;
5.3 the author(s) must have approved the work for publication;
5.4 the author(s) must have agreed to submit the Article to the Journal;
5.5 the author(s) must accept full responsibility for the content of the Article;
5.6 the Article must be the author(s)’ original work, does not violate any existing copyright, is free from all liens and claims and does not defame, invade the privacy of, violate the civil rights of, or infringe upon the rights of any individuals or third parties;
5.7 the Article must not have been previously published, is not pending review elsewhere, and will not be submitted for review elsewhere pending completion of the editorial decision process of the Journal.
5.8 the Author agrees to indemnify and hold the Journal harmless from any breach of the aforementioned representations.
Representations of the parties upon concluding contracts
4.1. The Parties represent to each other that:
4.1.1. they are persons with passive and active legal capacity, no bankruptcy proceedings have been initiated against them, and no bankruptcy cautions have been filed. No dissolution resolution has been passed with regard to the Party that is a legal entity;
4.1.2. all consents and authorizations required for a valid entry into and performance of the Contract have been obtained, and it does not involve any violations of obligations by either Party, arising from the legislation or administrative legislation, court judgement or any other legal relationships;
4.1.3. they have all the resources and skills for the performance of the obligations arising from the Contracts.
4.2. The Parties shall notify the other Party immediately of any changes in the circumstances provided in clause
4.3. The Client and the Main User represent that:
4.3.1. prior to entry into the Contract, they have examined all the Terms and Conditions of the Contract (incl. the applicable General Terms and Special Conditions of Service, General Terms, and Price List), these are unambiguously understandable to them, and they are aware of the rights and obligations that emerge on the basis of the Contract.
4.3.2. all data submitted by them to ZBS upon concluding the Contracts is correct, they understand that in addition to ZBS, any third person may rely on their correctness, and are aware that upon submitting false data, sanctions may be applied in relation to them as well as ZBS.
4.4. The said confirmations shall be deemed to have been given upon concluding all the Contracts (incl. Main User Contract as well as any further Service Contracts).
