Representations, Warranties and Covenants of the Selling Shareholders. (a) Each Selling Shareholder severally represents and warrants to, and covenants and agrees with, each of the Underwriters and the Company that:
(i) Such Selling Shareholder has duly executed and delivered a Power of Attorney (the "Power of Attorney"), appointing W. Gary Xxxxxx xxx Jamex X. Xxxxxxx xxx each of them, as attorney-in-fact (the "Attorneys-In-Fact") with full power and authority to execute and deliver this Agreement on behalf of such Selling Shareholder, to authorize the delivery of the Shares to be sold by the Selling Shareholder hereunder, and otherwise to act on behalf of such Selling Shareholder in connection with the transactions contemplated by this Agreement.
(ii) Such Selling Shareholder has duly executed and delivered a Custody Agreement (the "Custody Agreement") with the Company, as Custodian, pursuant to which certificates in negotiable form for the Shares to be sold by such Selling Shareholder hereunder have been placed in custody for delivery under this Agreement.
(iii) Such Selling Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; and all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement, the Power of Attorney and the Custody Agreement, and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, have been obtained, except such as may be required by any state securities or blue sky laws.
(iv) Such Selling Shareholder has, and at the Closing Date (as such date is hereinafter defined) will have, good and valid title to the Firm Shares to be sold by such Selling Shareholder hereunder, free of any liens, encumbrances, security interests, equities or claims whatsoever; and upon delivery of and payment for such Firm Shares pursuant to this Agreement, good and valid title thereto, free of any liens, encumbrances, security interests, equities or claims whatsoever, will be transferred to the several Underwriters.
(v) The execution and delivery by each Selling Shareholder of this Agreement, the Power of Attorney and the Custody Agreement and the consummation by such Selling Shareholder of the transactions herein and therein contemplated and the fulfillment by such Selling Shareholder of the terms hereof and thereof will not conflict with or result i...
Representations, Warranties and Covenants of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to, and agrees with, the several Underwriters that:
Representations, Warranties and Covenants of the Selling Shareholders. The Selling Shareholders represent, warrant, covenant and agree that:
Representations, Warranties and Covenants of the Selling Shareholders. Each of the Selling Shareholders represents, warrants, covenants and agrees, severally and not jointly, that:
Representations, Warranties and Covenants of the Selling Shareholders. (a) Each of the Selling Shareholders severally represents and warrants to, and agrees with, the several Underwriters that: (i) Such Selling Shareholder has, and on the First Closing Date and the Second Closing Date (if applicable) hereinafter mentioned will have, good and valid title to the Common Shares proposed to be sold by such Selling Shareholder hereunder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Common Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, equities, security interests, restrictions and claims whatsoever; and upon delivery of and payment for such Common Shares hereunder, assuming the Underwriters acquire such Common Shares without notice of any adverse claim, the Underwriters will acquire good and valid title thereto, free and clear of all liens, encumbrances, equities, claims, restrictions, security interests, voting trusts or other defects of title whatsoever.
Representations, Warranties and Covenants of the Selling Shareholders. Each Selling Shareholder represents, warrants and covenants to the Company, the Underwriters and the U.S. Affiliates that neither the Selling Shareholder, nor any of its affiliates, or any person acting on its or their behalf, has engaged or will engage in any Directed Selling Efforts in the United States or has engaged or will engage in any form of General Solicitation or General Advertising or in any conduct involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act, or has taken or will take any action in violation of Regulation M under the 1934 Act with respect to the Securities, provided, however, that no representation, warranty, covenant or agreement is made with respect to the Underwriters, the U.S. Affiliates or any person acting on their behalf or any Selling Firm.
Representations, Warranties and Covenants of the Selling Shareholders. Each Selling Shareholder severally and not jointly represents and warrants to the Investor, as of the date hereof and as of the Closing Date, as follows:
Representations, Warranties and Covenants of the Selling Shareholders. Each of the Selling Shareholders hereby jointly and severally represent, warrant and covenant to the Purchaser, as follows as of the date of this Agreement and forever after:
(a) Organization and Authorization; Licenses. Ameridial is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Ameridial has all requisite corporate power and authority to own its property and to conduct its business as now conducted. Ameridial possesses adequate licenses, clearances, ratings, permits and franchises, and all rights with respect thereto, to conduct its business substantially as now conducted, without any conflict with the rights of others in any such license, clearance, rating, permit or franchise.
Representations, Warranties and Covenants of the Selling Shareholders. Each of the Selling Shareholders represents, warrants, covenants and agrees that neither the Selling Shareholder nor any of its affiliates, nor any person acting on their behalf (other than the Underwriters, the U.S. Affiliates, the Selling Firms, or any person acting on their behalf, as to whom the Selling Shareholder makes no representation) (i) has engaged or will engage in any Directed Selling Efforts with respect to the Offered Shares, or in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Shares in the United States, or (ii) has taken or will take any action that would cause the exemption afforded by Rule 144A or Regulation S to be unavailable for offers and sales of Offered Shares pursuant to this Agreement.
