Representations of Xxxxx. Xxxxx hereby represents and warrants to IC as of the date hereof and as of the Closing, as follows:
Representations of Xxxxx. To induce the Company to enter into this Agreement, Xxxxx represents and warrants to the Company as follows:
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, severally and not jointly, represents and warrants to the Company as follows:
Representations of Xxxxx. Xxxxx represents and warrants to Shareholders 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:
Representations of Xxxxx. Xxxxx represents to Xxxxxxx that:
Representations of Xxxxx. Janus hereby represents, warrants and covenants to INTECH as follows:
Representations of Xxxxx. Xxxxx hereby represents and warrants to Alliance as follows:
