Representations Warranties and Covenants of the Shareholders. Each Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees with, Parent and Acquisition Co. as follows:
(a) Such Shareholder has all necessary power and authority and legal capacity to execute and deliver this Agreement and perform its obligations hereunder. In the case of each Shareholder who is not a natural person, no other proceedings or actions on the part of such Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.
(c) Each Shareholder is the sole Beneficial Owner of such Shareholder’s Owned Shares, other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder. Each Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s Owned Shares and there exist no limitations on its ability to exercise such right. Each Shareholder has good and marketable title (which may include holding in nominee or “street” name) to all of such Shareholder’s Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder.
(d) Neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s consummation of the transactions contemplated hereby will conflict with, result in any violation of or constitute a default under (i) any material mortgage, bond, indenture, agreement, instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of the Owned Shares is bound (or, in the case of each Shareholder that is not a natural person, such Shareholder’s constituent documents), or (ii) any judgment, decree, order or mate...
Representations Warranties and Covenants of the Shareholders. Each Shareholder hereby represents, warrants and covenants to Buyer, as to itself only, as follows:
Representations Warranties and Covenants of the Shareholders. Shareholder hereby represents, warrants and covenants to the Corporation as follows:
(A) Shareholder is the record and beneficial owner of the Shares free and clear of any and all Encumbrances, and upon delivery of the Shares as contemplated by this Agreement, the Corporation will receive good and marketable title to the Shares free and clear of all Encumbrances. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, or other agreement or restriction of any kind or character to which Shareholder is bound. Shareholder has full legal capacity, power and authority to transfer the Shares without obtaining the consent or approval of any other person or governmental authority.
Representations Warranties and Covenants of the Shareholders. Each Shareholder, severally and not jointly, hereby represents and warrants to Parent and Merger Sub as follows:
Representations Warranties and Covenants of the Shareholders. Each of the representations and warranties of the Shareholders contained in the Indemnity and Non-Compete Agreement shall be true and correct in all material respects on and as of the date of this Plan of Merger and on and as of the Effective Time; PROVIDED, HOWEVER, that if any such representation or warranty is already qualified by materiality, for purposes of determining whether this condition has been satisfied, such representation or warranty as so qualified must be true and correct in all respects. The Shareholders shall have performed or complied with all covenants and agreements required by the Indemnity and Non-Compete Agreement to be performed or complied with by them at or prior to the Effective Time. Each of the Shareholders shall have delivered to Parent and Newco a certificate, dated the Closing Date and signed by each of the Shareholders, to the effect that the conditions set forth in this Section 7.3 have been satisfied.
Representations Warranties and Covenants of the Shareholders. (i) Each of the representations and warranties of the Shareholders that is not qualified by materiality or “Material Adverse Effect” qualifiers shall be true and correct in all material respects on and as of the Satisfaction Date as though made on such date. Each of the representations and warranties of the Shareholders that is qualified by materiality or “Material Adverse Effect” shall be true and correct in all respects on and as of the Satisfaction Date as though made on such date.
(ii) As of the Satisfaction Date, the Shareholders shall have performed and complied in all material respects with each of the covenants under this Agreement that are to be performed or complied with by the Shareholders at or prior to the Satisfaction Date.
(iii) Between the Satisfaction Date and the Closing Date, the Shareholders shall not have willfully and materially breached any of the covenants under this Agreement that are to be performed or complied with by the Shareholders between such dates.
Representations Warranties and Covenants of the Shareholders. Each Shareholder hereby severally represents, warrants and covenants to Star as follows:
Representations Warranties and Covenants of the Shareholders. The Shareholders represent and warrant to, and covenant with, EarthCare as follows:
Representations Warranties and Covenants of the Shareholders. Each Shareholder represents and warrants to, and covenants and agrees with, the Company that:
3.1 Shareholder is the record and beneficial owner of that number of shares of Common Stock set forth opposite such Shareholder's name on Exhibit A attached hereto, and Shareholder owns such shares of Common Stock free and clear of any lien, pledge, encumbrance, voting agreement or other restriction or obligation.
3.2 Shareholder has full legal right, power and authority to make, execute, deliver and perform this Agreement and to carry out all of the transactions provided for herein.
3.3 Shareholder has taken such action as is necessary or appropriate to enable it to perfon-n its obligations hereunder, and this Agreement constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. No approval, waiver, consent or clearance is required from any third party or governmental authority in connection with the execution, delivery or performance of this Agreement by Shareholder.
Representations Warranties and Covenants of the Shareholders. 3.1 The Shareholders hereby represent, warrant and covenant in favour of Permission that:
(a) ACE has or will have at Closing the power, authority and capacity to enter into this Agreement and to carry out the transactions contemplated hereby, including all necessary shareholder and director approvals;
(b) ACE holds all of its right, title and interest in and to ACE Assets free and clear of any actual, pending, or threatened liens, charges, claims, options, set-offs, and encumbrances of every nature; and no person or company has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the same or an interest therein;
(c) ACE has not sold, assigned, transferred, disposed, mortgaged, pledged, charged, leased or otherwise encumbered, or agreed to sell, assign, transfer, dispose of, mortgage, pledge, charge, lease or otherwise encumber, any part of or any interest in the ACE Assets;
(d) there are no actions, suits, proceedings or investigations pending or, to the knowledge of ACE, threatened against or affecting ACE or the ownership of the ACE Assets, at law or in equity, before or by any court, administrative agency or other tribunal or any governmental authority, of which ACE has not advised Permission; and to the best of their knowledge, there is no basis for any present or future action, suit, proceeding or claim;
(e) other than the PSC Agreement, ACE is not and will not be party to or bound by any contract or agreement affecting the ACE Assets or otherwise;
(f) at Closing, the PSC Agreement will be in good standing and ACE will not in breach of any of the terms thereof, and no event or condition will have occurred which, either immediately or after notice or lapse of time or both, could give rise to the cancellation or termination of the PSC Agreement or the inability of ACE to exercise any of its rights thereunder;
(g) at Closing, ACE will have acquired and hold, all permits, licenses, consents, authorizations, approvals, privileges, waivers, exemptions, orders, certificates, rulings, agreements and other concessions to be granted by or entered into with any governmental or regulatory authority required in connection, with or applicable to, the ACE Assets. All of the foregoing will be held by ACE are in good standing (other than those that have expired or have been terminated in circumstances where their continuance was not required by ...
