Representations of Xxxxx Sample Clauses

Representations of Xxxxx. Xxxxx hereby represents and warrants to IC as of the date hereof and as of the Closing, as follows: 4.1. Xxxxx has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and under the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby.

Representations of Xxxxx. Xxxxx, severally and not jointly, represents and warrants to the Company as follows:

Representations of Xxxxx. To induce the Company to enter into this Agreement, Xxxxx represents and warrants to the Company as follows: 1.1 This Agreement has been duly executed and delivered by Xxxxx, and is a valid and binding obligation of Xxxxx, enforceable in accordance with its terms; 1.2 The execution and delivery of this Agreement by Xxxxx does not, and will not: (i) violate or conflict with any agreement, order, injunction, decree, or judgment to which Xxxxx is a party or by which Xxxxx is bound; or (ii) violate any law, rule or regulation applicable to Xxxxx; 1.3 No consent, approval or authorization of, or designation, registration, declaration or filing with, any governmental entity or third Person is required on the part of Xxxxx in connection with the execution or delivery of this Agreement; 1.4 On the date hereof, Xxxxx Beneficially Owns 3,785,256 shares of Common Stock; and 1.5 Xxxxx does not actually or Constructively Own 10% or more of any tenant of the Company (or any entity owned or controlled by the Company) listed on Schedule 2.2. 1.6 No lineal descendant of Xxxxx is a current excepted holder, except for the individuals entering into Excepted Holder Agreements simultaneously herewith.

Representations of Xxxxx. Xxxxx hereby represents, warrants, ------------------------ acknowledges, and agrees that Xxxxx has the power and authority to execute and deliver this Agreement and to perform its obligations.

Representations of Xxxxx. Xxxxx represents and warrants as follows: (a) it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by Xxxxx, constitutes a valid and binding obligation and agreement of Xxxxx and is enforceable against Xxxxx in accordance with its terms; (c) the execution, delivery and performance of this Agreement by Xxxxx does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Xxxxx 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 could constitute such 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 Xxxxx is a party or by which it is bound; and (d) Schedule I hereto sets forth the securities of the Ashford Entities Beneficially Owned by Xxxxx and its Affiliates, collectively, as of the date of this Agreement. Xxxxx agrees to be responsible for any action or omission by any of the following that would constitute a breach of this Agreement or any of the agreements in the schedules and exhibits hereto, including the Dismissal Filings and the Confidentiality Agreement, if directly or indirectly taken or omitted by Xxxxx: Xxxx Xxxxx, any employees or Affiliates of Xxxxx, and any other director, member, officer, principal or partner of Xxxxx and any of their respective Representatives and Affiliates; it being further understood for clarification that Xxxxx shall be deemed to have violated this Agreement and the agreements in the schedules and exhibits hereto, including the Dismissal Filings and the Confidentiality Agreement, if Xxxxx fails to prevent any of the foregoing persons from taking or omitting to take actions in a manner that would violate those restrictions if directly or indirectly taken or omitted by Xxxxx.

Representations of Xxxxx. Xxxxx represents and warrants as follows: ------------------------ (a) That he has received and carefully read this Agreement including all of its attachments. (b) That he is purchasing the Shares in the Corporation without being furnished any offering literature or prospectus other than this Agreement. (c) That he recognizes that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state and, therefore, cannot be resold unless they are registered under the Act and applicable state securities laws or unless an exemption from registration is available. Xxxxx recognizes that he has no rights to require such registration. He also recognizes that no public agency has passed upon the accuracy or adequacy of the information contained in this Agreement or the fairness of the terms of the subscription. (d) That he is acquiring the Shares for his own account for a long term investment and not with a view toward resale, fractionalization, division, or distribution thereof. The parties do not presently have any reason to anticipate any change in his circumstances, financial or otherwise, or any particular occasion or event which would necessitate or require the sale or distribution of the Shares. No one other than the parties hereto have any beneficial interest in the Shares. (e) That he recognizes the transfer of the Shares is subject to a Shareholders Buy/Sell Agreement which agreement severely restricts his ability to sell or otherwise dispose of the Shares, and among other provision, provides further, under certain circumstances, for the mandatory sale of his Shares to the Corporation and/or its remaining Shareholder. (f) That he recognizes the Corporation is in the development stage, has no history of operations or earnings, is a speculative venture, and that the total amount of funds tendered to purchase the Shares, including any debt of the Corporation guaranteed by him, is placed at the risk of the business and may be completely lost. (g) That he has been provided with access to all information requested in addition to the Agreement for evaluating his purchase of Shares, none of which was contrary to the information contained in this Agreement. (h) That he has been presented with and has acted upon the opportunity to ask questions and receive answers from the offeror relating to the terms and conditions of the purchase of the Shares, to consult with legal counsel and to obtain any ad...

Representations of Xxxxx. Xxxxx represents and warrants to Shareholders as follows

Representations of Xxxxx. Xxxxx represents and warrants as follows:

Representations of Xxxxx. Xxxxx represents to Teton as follows:

Representations of Xxxxx. Xxxxx represents to Aera, each of which representations shall survive Closing, that as of the date of the Agreement and as of Closing: