REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX. Xxxxx represents, warrants and covenants to Holder that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX. Xxxxx hereby represents warrants and covenants to Company and agrees as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX. Xxxxx represents, warrants and covenants to the Stockholder as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX. Xxxxx hereby represents, warrants and covenants that:
(a) Xxxxx has good and valid title to all of the Xxxxx Shares, free and clear of all liens, pledges, encumbrances, claims, security interests, charges, voting trusts, voting agreements, other agreements, rights, options, warrants or restrictions or claims of any kind, nature or description (except for any of the foregoing to be released or otherwise terminated pursuant to the Reorganization), and that all such Xxxxx Shares, in respect of each of MDC and FMF Management, as applicable, are validly issued, fully paid and non-assessable;
(b) He is purchasing the Class B Common Stock hereby subscribed for investment only, for his own account, and not with a view to the distribution thereof;
(c) He understands that the Class B Common Stock hereby subscribed will be issued without registration with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), and will be issued under one or more exemptions from registration in the Act and state securities laws that depend upon the intent hereby represented and that the Corporation will rely on such representation in issuing such Class B Common Stock without registration;
(d) He will make no transfer of his securities acquired hereunder in violation of the Act, any rules of the SEC, any state securities law or statute or this Agreement, and will not offer, sell, mortgage, pledge or otherwise dispose of the securities he acquires hereunder, unless, in the opinion of counsel satisfactory to the Corporation, registration under applicable federal or state securities laws is not required; and
(e) He agrees that the stock certificate issued pursuant to this Agreement, and any replacements thereof, may be marked with a legend to the effect that such Class B Common Stock cannot be sold or transferred without either (i) registration under federal and state securities laws, or (ii) an opinion of counsel satisfactory to the Corporation that neither the sale nor the proposed transfer constitutes a violation of any federal or state securities law.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX. Except as disclosed in a Disclosure Letter (as defined in Section 12.15) Xxxxx hereby represents and warrants to and covenants with Premier that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX. Xxxxx hereby represents, warrants and covenants to Medtronic that:
(a) Xxxxx is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and in all jurisdictions where it does business, and has all requisite corporate power and authority to execute, deliver and perform the terms of this Agreement.
(b) The execution, delivery and performance of the obligations of this Agreement have been validly authorized by all necessary corporate action on the part of Xxxxx, and this Agreement represents Xxxxx’x valid and legally binding obligation.
(c) Each of Xxxxx’x employees assigned to perform services under this Agreement shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and all work will be performed in accordance with the standards set forth in this Agreement.
(d) Xxxxx does not have any obligations or liabilities that might reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder.
(e) There are no actions, suits, or proceedings instituted or pending or, to the best knowledge of Xxxxx’x management, threatened against Xxxxx that might reasonably be expected to have a material adverse effect on the ability of Xxxxx to perform its obligations hereunder.
(f) Xxxxx represents and warrants that the manufacture, use, sale and provision of the Products by Xxxxx, and Medtronic’s use and distribution of the Products as contemplated under this Agreement, will not infringe or violate the patent, copyright, or other property or proprietary rights of any third party, except that the warranty in this subsection does not apply to any infringement or violation to the extent such infringement results from a combination of the Products with Medtronic Development IP or Medtronic Background IP. Medtronic will provide Xxxxx with notice of any claim or allegation that would implicate the warranty this Section 24(f) as soon as practicable but in no event more than thirty (30) days after receipt of such claim or allegation provided however that if Medtronic fails to notify Xxxxx within such period, Xxxxx’x obligations under this section shall be reduced only to the extent Xxxxx is prejudiced by such delay. Xxxxx shall defend, indemnify and save harmless Medtronic, and at Medtronic’s request in its sole discretion from all damages, costs and expenses related to a claim that the Product infringes a pate...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX. Xxxxx severally represents, acknowledges, warrants, and agrees that:
2.1 Not For Resale, Etc. Xxxxx is acquiring the Shares for his own account and not with a view to or for sale in connection with any distribution.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX xxx
(a) XxxXx.xxx Representations. XxxXx.xxx, hereby represent and warrants to the Company as follows: With the exception of less than 15 persons (the “U.S. XxxXx.xxx Beneficiaries”), all of the XxxXx.xxx Beneficiaries are non-U.S. persons as such term is defined in Regulation S promulgated pursuant to the Securities Act of 1933, as amended (the ‘Securities Act”). With the exception of the U.S. XxxXx.xxx Beneficiaries, all of the XxxXx.xxx Beneficiaries acquired interests in XxxXx.xxx in transactions that were exempt from registration pursuant to the provisions of Regulation S. The U.S. XxxXx.xxx Beneficiaries acquired interests in XxxXx.xxx in transactions that were exempt from registration pursuant to Section 4(2) of the Securities Act. All of the information that XxxXx.xxx provides to the Company and the Trusts with respect to the XxxXx.xxx Beneficiaries shall be accurate as of the date such information is provided.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX. Xxxxx represents and warrants that:
(a) it is the legal, record and beneficial owner of, and has good and marketable title to, the Collateral, subject to no Lien (except the Lien created by this Agreement);
(b) it has full power, authority and legal right to pledge all of such Collateral pursuant to this Agreement and to execute and deliver and perform each of its obligations under this Agreement;
(c) this Agreement is the legal, valid and binding obligation of Xxxxx, enforceable against Xxxxx in accordance with the terms hereof;
(d) this Agreement creates, as security for Dixie's performance of the Obligations, a valid, enforceable and perfected Lien on the Collateral (including, without limitation, the Stock), subject to no Lien in favor of any other Person;
(e) to Dixie's knowledge, no consent, filing, recording or registration is required to perfect the Lien purported to be created by this Agreement except as provided in Section 9; and
(f) it will defend the Secured Party's right, title and Lien in and to the Collateral against any and all claims and demands whatsoever.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXX. Xxxxx represents, warrants, covenants and agrees with FIL as follows:
(a) Xxxxx is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to enter into this Agreement and perform its obligations;
(b) This Agreement has been duly and validly authorized, executed and delivered on behalf of Xxxxx and is the valid, binding and enforceable obligation of Xxxxx in according with its terms.
