Representations of Xxxxxxx. Xxxxxxx hereby represents, warrants and covenants to Janus as follows:
Representations of Xxxxxxx. Xxxxxxx hereby represents, warrants and covenants to the Adviser as follows:
Representations of Xxxxxxx. Xxxxxxx hereby represents, warrants, -------------------------- acknowledges, and agrees that Xxxxxxx has the power and authority to execute and deliver this Agreement and to perform its obligations.
Representations of Xxxxxxx. Xxxxxxx hereby represents and warrants to Xxxxxx that (a) he owns and has the right to vote the Voting Block, and (b) he has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than one which has expired or terminated prior to the date thereof.
Representations of Xxxxxxx. Xxxxxxx hereby represents, warrants and covenants as follows: (
Representations of Xxxxxxx. Xxxxxxx represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(A) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
17. Insurance
Representations of Xxxxxxx. Xxxxxxx hereby represents and warrants to Alliant Energy and Resources that:
(a) The Xxxxxxx Common Stock constitutes all of the issued and outstanding capital stock of Xxxxxxx.
(b) The execution, delivery and performance by Xxxxxxx of this Agreement have been duly authorized by all necessary corporate action.
(c) This Agreement has been duly executed and delivered by Xxxxxxx and, assuming the due authorization, execution and delivery of this Agreement by Alliant Energy, Resources and WPC, represents a valid and binding obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors' rights generally and subject to general equitable principles.
Representations of Xxxxxxx. Xxxxxxx represents and warrants, on behalf of himself, his immediate family and any person, firm or corporation in which he has a substantial interest, that:
(a) They are not indebted to the Company in any amount whatsoever;
(b) They do not, and will not during the Restricted Period, have any direct or indirect ownership interest in any entity with which the Company has a business relationship or competes with the Company; provided, however, that the ownership of, or investments in, at no time exceeding 5% of the issued and outstanding capital stock of an entity with annual revenues in excess of $20 million shall not constitute a breach of this representation and warranty;
(c) They are not and will not become, during the Advisory Period, directly or indirectly, interested in any material contract with the Company (other than this Agreement); and
(d) The execution of this Agreement or his employment by the Company will not breach any agreement or covenant entered into by him that is currently in effect. Excluded from the foregoing representations and warranties are transactions disclosed to the Board done on terms at least as favorable to the Company as those which it could otherwise have obtained from unrelated third parties.
Representations of Xxxxxxx. XxxXxxx hereby represents and warrants that, as of the date hereof, it is not aware of any facts relating to the assets and operations of Peregrine that have not been disclosed to Peregrine, or of which Peregrine does not otherwise have knowledge, that could be reasonably expected to materially positively affect the value of the Common Shares of Peregrine.
Representations of Xxxxxxx. Xxxxxxx represents and warrants that it is duly registered or licensed as a broker-dealer in each jurisdiction in which its activities hereunder require registration or license and it is authorized to enter into this Agreement and to carry out its obligations hereunder and this Agreement constitutes a legal, valid and binding obligation of Xxxxxxx, enforceable in accordance with its terms.
