Representations of Xxxxxx. Xxxxxx hereby represents and warrants to the Company that his execution, delivery and performance of this agreement will not violate or result in any breach of any agreement, contract, understanding or written policy to which Xxxxxx is subject as a result of any prior employment, any investment or otherwise. Xxxxxx is not subject to any agreement, contract or understanding which in any way restricts or limits his ability to accept employment with the Company or perform the services contemplated herein.
Representations of Xxxxxx. Xxxxxx represents and warrants to the Company that (a) Xxxxxx has the power and authority to execute and deliver this Agreement and to bind itself and its affiliates to this Agreement (and Xxxxxx Executive Capital LP has the power and authority to execute and deliver this Agreement and to bind itself and the entities listed on Schedule A to this Agreement), (b) this Agreement has been duly authorized, executed and delivered by Xxxxxx, constitutes a valid and binding obligation of Xxxxxx, and is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), (c) the execution of this Agreement by Xxxxxx does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Xxxxxx, 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 a 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 Xxxxxx is a party or by which it is bound, (d) Xxxxxx, together with its Affiliates, beneficially owns (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) in the aggregate 1,501,002 shares of Common Stock, (e) except as disclosed on Exhibit B, Xxxxxx is not a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities; and (f) the Newly Appointed Directors (or any Successor Directors) will not be, and Xxxxxx will not consider the Newly Appointed Directors (or any Successor Directors) to be, stockholder designees or stockholder representatives of Xxxxxx.
Representations of Xxxxxx. Xxxxxx hereby represents and warrants as follows, which warranties and representations shall also be true as of the Effective Date:
Representations of Xxxxxx. Xxxxxx hereby represents, warrants and covenants to PWM as follows:
Representations of Xxxxxx. Xxxxxx represents and warrants as follows:
Representations of Xxxxxx. As an inducement for the County to enter into this Agreement, Xxxxxx makes the following representations, which Xxxxxx agrees are both material and continuing representations, which representations shall continue to be correct and accurate for and during the term of this Agreement:
Representations of Xxxxxx. Xxxxxx represents and warrants to FDI that this Agreement has been duly authorized by Xxxxxx and, when executed and delivered by Xxxxxx, xxxx constitute a legal, valid and binding obligation of Xxxxxx, enforceable against Xxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
Representations of Xxxxxx. Xxxxxx represents and warrants to the Company as follows:
Representations of Xxxxxx. Xxxxxx represents that:
Representations of Xxxxxx. Xxxxxx hereby, represents and warrants as follows: (a) Xxxxxx is not aware of any agreement or restriction which would adversely affect his ability to enter into and complete the transaction contemplated by this Agreement. (b) Xxxxxx has served as an officer and/or director of Barossa and Alchemy since their inception to the present and as such has had complete access to the corporate financial records, minute books, and other corporate documents and records of Alchemy and has reviewed such records and documents as he felt necessary or advisable prior to the execution of this Agreement. (c) Xxxxxx has consulted with his own advisors as to the tax and or legal consequences of the transaction contemplated by this Agreement. (d) Xxxxxx is aware that by taking ownership of all of the outstanding common stock of Alchemy he will be the sole person responsible for the business affairs of Alchemy and that Barossa has no obligation for any of the existing or future debts or obligations of Alchemy. 5.
