REPRESENTATIONS OF THE INVESTORS. Each Investor, severally and not jointly, represents to the Company as follows:
REPRESENTATIONS OF THE INVESTORS. Each Investor, severally and not jointly, represents and warrants to the Company as follows:
REPRESENTATIONS OF THE INVESTORS. The Investors severally, and not jointly, hereby represent and warrant to the Company that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III) (except where another date or period of time is specifically stated herein for a representation or warranty).
REPRESENTATIONS OF THE INVESTORS. Each of the Investors severally represents to the Company for such Investor that:
REPRESENTATIONS OF THE INVESTORS. In connection with the transactions contemplated hereby, each Investor severally and not jointly represents and warrants to the Company that:
(a) All consents, approvals, authorizations, orders or filings necessary for the execution and delivery by such Investor of this Agreement and for the sale and delivery of the Repurchase Shares to be sold by such Investor hereunder, have been obtained, or will be obtained prior to the delivery of the Repurchase Shares; and such Investor has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by such Investor hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of the Investors’ obligations hereunder;
(b) This Agreement constitutes a valid and binding agreement of such Investor, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(c) The sale of the Repurchase Shares to be sold by such Investor hereunder and the compliance by such Investor with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Investor is a party or by which such Investor is bound or to which any of the property or assets of such Investor is subject, (ii) nor will such action result in any violation of the provisions of (a) any organizational or similar documents pursuant to which such Investor was formed or (b) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property of such Investor; except in the case of clause (i) or clause (ii)(b), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Investor’s obligations hereunder.
(d) As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, such Investor will be the beneficial or record holder of the Repurchase Shares with full dispositive power thereover, and holds,...
REPRESENTATIONS OF THE INVESTORS. Each Investor, severally and not jointly, represents and warrants to Xxxxx Limited and Nova Ponte as follows:
REPRESENTATIONS OF THE INVESTORS. Each Investor, represents, warrants and agrees, for itself or himself only, as follows:
REPRESENTATIONS OF THE INVESTORS. As part of the basis of this Agreement, the Investor hereby represents to the Company, at the Closing Date, that:
REPRESENTATIONS OF THE INVESTORS. As part of the basis of this Agreement, each of the Investors hereby represents that:
REPRESENTATIONS OF THE INVESTORS. To induce the Company to enter into this Agreement and to sell the Notes and Warrants, each Investor, severally and not jointly, hereby represents and warrants to the Company as follows:
