REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER Sample Clauses

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. The Holder represents and warrants to the Company, and agrees, as applicable, as follows:

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. (a) The Holder hereby represents and warrants to the Issuer, on the date hereof and on the Trade Date and the Settlement Date (as defined below): (i) The Holder has the power and capacity to enter into this Agreement and to consummate the Transaction. The execution, delivery, and performance by the Holder of this Agreement and the consummation by the Holder of the Holder’s obligations hereunder have been duly authorized by all necessary action in respect thereof by the Holder. This Agreement has been duly and validly executed and delivered by the Holder and constitutes the legal, valid and binding obligation of the Holder, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. Any Person signing this Agreement on behalf of the Holder has been duly and validly authorized and empowered to do so and has the authority to bind the Holder and to effectuate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance by the Holder of this Agreement and consummation by the Holder of the Transaction do not and will not: (w) violate any decree or judgment of any court or other governmental authority applicable to or binding on the Holder; (x) violate any provision of any federal or state statute, rule or regulation which is, to the Holder’s knowledge, applicable to the Holder; (y) conflict with, or result in any violation of, any provision of any Organizational Document of the Holder; or (z) violate or result in a default under any contract to which the Holder or any of such Holder’s assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other Person not a party hereto is required for the execution, delivery and performance by the Holder of this Agreement or the consummation of the Transaction. (iii) The Holder is the beneficial owner of the Notes, free and clear of any Encumbrances, and upon the transfer of the Notes to the Issuer, the Issuer will acquire good and marketable title thereto, free and clear of any Encumbrances or Transfer Restrictions, other than Transfer Restrictions arising solely under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange C...

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. The Holder hereby covenants and agrees, in his/her/its capacity as securityholder and not in any capacity as an officer or director of the Company, from the date hereof until the termination of this letter agreement:

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. The Holder hereby represents and warrants to the Company and agrees for the benefit of the Company, in each case as of the date of this Warrant Certificate, the date of each exercise hereof and the date of any reissuance of this Warrant Certificate, in whole or in part, that:

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. The Holder hereby represents, warrants, acknowledges, understands and agrees (as the case may be) to the following and acknowledges the Corporation's reliance on exemption from registration pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is predicated upon the representations of the Subscriber set forth herein:

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. The Holder represents and warrants to, and agrees with, the Underwriter that: 4 (a) This Agreement and the Escrow Agreement have each been duly authorized, executed and delivered by the Holder, and each of this Agreement and the Escrow Agreement constitutes a legal, valid and binding obligation of the Holder enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. (b) The Holder owns, beneficially and of record, free and clear of any liens and encumbrances, all 25 of the Membership Interests being offered under the Registration Statement. Upon delivery of the payment for such Membership Interests as provided in the Escrow Agreement, the Holder will convey good title thereto to the purchasers of the Membership Interests, free and clear of any liens or encumbrances. (c) In connection with the completion of the minimum amount of the Offering, the Holder acknowledges that it is solely obligated and responsible for the application of the funds released from escrow to complete repayment of the outstanding indebtedness of the Company and the Holder to WestStar Bank under that certain construction loan agreement for the Sardy House property (the "Construction Loan Agreement"), as disclosed in the Prospectus included in the Registration Statement.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. I hereby agree, in my capacity as securityholder and not in my capacity as an officer or director of the Acquiror:

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. The undersigned Holder represents and warrants to, and agrees with Sealed Air Corporation, on and as of the date hereof that such Holder, if not an individual, has the corporate, limited liability company, trust or partnership power and authority, as the case may be, to execute and deliver this Joinder Agreement and all corporate, limited liability company, trust or partnership action, as the case may be, required to be taken by it for the due and proper authorization, execution, delivery and performance of this Joinder Agreement and the consummation of the transactions contemplated hereby has been duly and validly taken; this Joinder Agreement has been duly authorized, executed and delivered by such Holder and constitutes a valid and legally binding agreement of such Holder enforceable against such Holder in accordance with its terms.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. (a) The Warrantholder agrees and acknowledges that it shall have sole responsibility for making any applicable filings with the U.S. Securities and Exchange Commission (or its successor) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, as a result of its acquisition of any Warrant and the Warrant Shares and any future transaction related thereto and agrees to make all such filings in compliance with the applicable requirements therefor. (b) The Warrantholder acknowledges and agrees that it will comply with the restrictions set forth in the restrictive legend set forth above and on Exhibit C hereto.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE HOLDER. The Holder represents and warrants to, and agrees with, the Issuer that: