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 to Teton 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 hereby represents and warrants to Alliance as follows:
(a) It has the full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. This Agreement as been duly executed and delivered and, assuming the due execution and delivery hereof by Alliance and Equiva, is a valid and binding obligation of Xxxxx, enforceable against Xxxxx in accordance with its terms, subject as to enforcement to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditor's rights generally, and (ii) general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.
(b) No corporate restructuring or reorganization involving Xxxxx shall have the effect of releasing Xxxxx from its obligations under this Agreement, except as may be allowed pursuant to Section 4.16 of this Agreement.
Representations of Xxxxx. Gores hereby represents and warrants to the Investor that:
(a) Gores has all limited liability company power and authority to execute, deliver and perform this commitment letter;
(b) the execution, delivery and performance of this commitment letter by Xxxxx has been duly and validly authorized and approved by all necessary limited liability company action by Xxxxx;
(c) this commitment letter has been duly and validly executed and delivered by Xxxxx and (assuming this commitment letter’s valid execution and delivery by the Investor) constitutes a valid and legally binding obligation of Gores, enforceable against Gores in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and (ii) is subject to general principles of equity;
(d) the execution, delivery and performance of this commitment letter by the Investor does not and shall not conflict with, violate the terms of, or result in the acceleration of an obligation under (i) any material contract, commitment or other material instrument to which Holdco is a party or is bound or (ii) any provision of Holdco’s organizational documents;
(e) Holdco and Parent each is duly organized, validly existing and in good standing under the laws and regulations of its jurisdiction of organization, and has all requisite power and authority to conduct its business as currently conducted or proposed to be conducted; and each of Holdco and Parent (i) is a newly formed entity created for the purpose of owning equity securities of Parent and the Company, respectively, (ii) has not prior to the date hereof engaged in any business or other activity and (iii) as of the date hereof, has no assets and no liabilities other than any liabilities incidental to formation;
(f) Parent will be an “operating company” within the meaning of 29 CFR 2510.3-101, engaged, directly or through at least majority-owned subsidiaries, in the production or sale of a product or service other than the investment of capital;
(g) Neither Holdco nor any of its “affiliates” (as defined in Section VI(c) of Prohibited Transaction Class Exemption 84-14, as amended) has or will have the authority either to (i) appoint or terminate BlackRock Investment Management, LLC as a manager of any assets of any employee benefit plan involved in the purchase of the Interest or (ii) negotiate the terms of a managemen...
