Representations of Xxxxxxxx. Xxxxxxxx, severally and not jointly, represents and warrants to the Company as follows:
Representations of Xxxxxxxx. Xxxxxxxx represents and warrants that: (i) Xxxxxxxx is registered as an investment adviser with the U. S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and its registration is currently in full force and effect; (ii) Xxxxxxxx is capable and is legally empowered to assume the duties and obligations being assigned to it hereunder and to provide or procure such shareholder account services for each of the Funds; (iii) all action required of Xxxxxxxx to assume the duties and obligations being assigned to it hereunder has been taken, and (iv) this Agreement creates a valid and binding agreement enforceable against Xxxxxxxx in accordance with its terms.
Representations of Xxxxxxxx. Xxxxxxxx represents and warrants to Richmont as follows, namely that: it is a corporation duly incorporated and in good standing in its jurisdiction of incorporation and that it is qualified to do business and is in good standing in those jurisdictions where necessary in order to carry out the purposes of this Agreement; it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken; the execution, delivery of this Agreement and performance thereof by Xxxxxxxx will not conflict with or breach any other agreement or arrangement to which Xxxxxxxx is a party or by which it is bound; this Agreement has been duly executed and delivered by Xxxxxxxx and is valid and binding upon it in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general principles of equity; it has the right to deal with the Properties as herein set forth; to the best of its knowledge, each mining claim forming part of the Properties has been duly and properly issued and held in accordance with the laws of the Province of Ontario and is in good standing; except as described in Exhibit A, as at August 5, 2003 and to the best of its knowledge as at the date of this Agreement, it is the sole recorded holder of the Properties and upon earn in by Richmont in accordance with the terms hereof, will be in a position to convey its interest herein to Richmont free and clear of any lien, encumbrance, claim or agreement other than those agreements and matters described in Exhibit A; there are no adverse claims to, or challenges against the ownership of, or title to the Properties, nor to the knowledge of Xxxxxxxx is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Properties or any parts thereof and, save and except as described in Exhibit A no person has any right, title or interest in the Properties or any part thereof; no proceedings are pending for, and Xxxxxxxx is unaware of any basis for, the institution of any proceedings leading to the dissolution or winding up of Xxxxxxxx or the placing of Xxxxxxxx in bankruptcy or the subjecting of Xxxxxxxx to any other laws governing the affairs of insolvent persons; there is no litigation, suit, action, arbitratio...
Representations of Xxxxxxxx. Xxxxxxxx represents and warrants that this Agreement has been duly authorized by Xxxxxxxx and, when executed and delivered by Xxxxxxxx, will constitute a legal, valid and binding obligation of Xxxxxxxx, enforceable against Xxxxxxxx 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 Xxxxxxxx. Xxxxxxxx represents and warrants to the Company that: Xxxxxxxx’x execution of this Agreement and the performance of Xxxxxxxx’x duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which Xxxxxxxx is a party or is otherwise bound. Xxxxxxxx’x execution of this Agreement with the Company and the performance of Xxxxxxxx’x duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer.
Representations of Xxxxxxxx. Xxxxxxxx represents and warrants as follows as of the Effective Date:
(a) Xxxxxxxx has or will contribute to the Company 100% of the membership interests in Powhatan and Sixth Street and each of Powhatan and Sixth Street will own the Projects.
(b) Except for individual unit construction financing for which a deed of trust will encumber each lot and unit under construction, Xxxxxxxx shall not encumber the Projects with acquisition and development financing.
(c) In the event that Xxxxxxxxxxx Xxxxxxxx, Chief Exective Officer of Xxxxxxxx, sells or ceases to own Class B shares of common stock of Xxxxxxxx, Xxxxxxxx shall cause each Project Entity to enter into a Deed of Trust for the benfit of the Company that may be recorded against each Project, at the option of the Priority Member.
(d) Xxxxxxxx is the manager of each Project Entity.
Representations of Xxxxxxxx. Paragraph 14.3(a) of the Agreement shall be deleted in its entirety, and the following shall be inserted in lieu thereof: Xxxxxxxx has or will contribute to the Company 100% of the membership interests in the Project Entities and the Project Entities shall own the Projects.
Representations of Xxxxxxxx. Xxxxxxxx represents and warrants as follows as of the Effective Date:
(a) Xxxxxxxx has or will contribute to the Company 100% of the membership interests in Stone Ridge, and Stone Ridge will own the Project.
(b) Xxxxxxxx is the manager of the Project Entity.
Representations of Xxxxxxxx. Xxxxxxxx hereby represents, warrants and covenants to the Company that: (a) Xxxxxxxx has full power and authority to enter into this Agreement and the Ancillary Agreements, and each such agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms; (b) The Series C Preferred Stock to be issued to Xxxxxxxx hereunder and the Common Stock issuable upon conversion thereof (collectively, the "SECURITIES") will be acquired for Miretzky's own account; and (c) Xxxxxxxx acknowledges that it is able to fend for itself and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of entering this Agreement.
Representations of Xxxxxxxx. Xxxxxxxx hereby represents and warrants to the --------------------------- Company as of the date hereof that this Agreement has been duly and validly authorized, executed and delivered by Xxxxxxxx and is a valid and binding agreement of Xxxxxxxx enforceable in accordance with its terms.
