Representations, Warranties and Covenants of Xxxxxx. As a material inducement to AtriCure to enter into and perform its obligations under this Agreement, Xxxxxx represents and warrants to AtriCure as follows:
(a) Xxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Xxxxxx has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Xxxxxx’x execution, delivery and performance of this Agreement and its consummation of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Xxxxxx and is the valid and binding obligation of Xxxxxx enforceable against it in accordance with its terms.
(c) The execution, delivery and performance of this Agreement by Xxxxxx will not (x) violate any provision of the documents pursuant to which Xxxxxx was organized or which govern its existence, (y) violate, conflict with or result in the breach of or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or declare a default under any provision of any indenture, loan agreement or other agreement or instrument to which Xxxxxx is a party or by which its properties or assets are bound, which would have an adverse affect on Xxxxxx’x ability to perform its duties and obligations under this Agreement, or (z) violate any Law, applicable to Xxxxxx or its properties or assets, which would have an adverse affect on Xxxxxx’x ability to perform its duties and obligations under this Agreement.
(d) No litigation, arbitration, governmental or other proceeding or investigation is pending or, to Xxxxxx’x knowledge, threatened with respect to Xxxxxx or its properties, assets or business that can reasonably be expected to interfere with Xxxxxx’x execution, delivery and performance of this Agreement. No consent, authorization, approval, order, license, certificate or permit of or from, or declaration or filing with, any Government Entity or tribunal, or any third Person (including shareholders), is required for Xxxxxx to execute, deliver and perform this Agreement, except such that have been obtained, given or made (as the case may be).
(e) There are no royalties, honoraria, fees or other payments payable by Xxxxxx to any Person by reason of the ownership, use, license, sale or disposition of the PRODUCT LINE....
Representations, Warranties and Covenants of Xxxxxx. Xxxxxx represents and warrants as of this date, and covenants for the period beginning on this date and ending the termination of this Agreement, that:
(a) Xxxxxx has the right to enter into this Agreement and to transfer to SangStat all or any part of the Initial Shares and the Option Shares, free and clear of any lien, claim, encumbrance or restriction of any type or nature whatsoever (other than those created by SangStat or restrictions on resale that may arise under applicable federal and state securities laws); and
(b) Xxxxxx is not a party to any agreement and will not enter into an agreement, by which Xxxxxx is or would be bound (or to which Xxxxxx is or would become subject) that conflicts or would conflict with this Agreement or the performance of Xxxxxx'x obligations under this Agreement.
Representations, Warranties and Covenants of Xxxxxx. Xxxxxx hereby represents, warrants and covenants to Meritage as follows:
Representations, Warranties and Covenants of Xxxxxx. Lessee represents, warrants and covenants that: (a) subject to the Contingencies set forth herein, Lessee has the full right to enter into this Lease without the consent or approval of any other party; and (b) Lessee shall maintain and repair the Solar Facilities and the Premises in good repair and condition, in a neat and orderly manner and full compliance with requirements of this Lease and any governmental agency or authority having jurisdiction over the Solar Facilities and/or the Premises, including without limitation Environmental Laws.
Representations, Warranties and Covenants of Xxxxxx. Xxxxxx hereby represents, warrants and covenants as follows:
(A) As of the Effective Date, Xxxxxx has not heretofore transferred, assigned or pledged his interest in the Purchase Agreement or his right to receive any additional payments thereunder and he is the beneficial owner of any and all rights to receive any additional payments for the X Ray Shares sold by him to Team pursuant to the Purchase Agreement and no other party (other than E. Xxxxxxx Xxxxxx) has any ownership interest in, lien or claim against or right to receive any such payment whether presently due or that could hereafter arise under the terms of the Purchase Agreement;
(B) Xxxxxx has the complete and total authority to enter into this Amendment without the necessity of obtaining the consent of any other person;
(C) Xxxxxx will not hereafter make any claim against Team for any Earn Out payments pursuant to the Purchase Agreement or for any additional consideration for the X Ray Shares that Team purchased from him, excluding Xxxxxx'x right under the Purchase Agreement (i) to receive Deferred Payments and
Representations, Warranties and Covenants of Xxxxxx. Xxxxxx hereby represents and warrants to Vanderbilt that as of the Effective Date, to the best of Xxxxxx’x knowledge, the execution and performance of Xxxxxx’x obligations under this Agreement do not conflict with, cause a default under, or violate any existing contractual obligation that may be owed by Xxxxxx to any third party. 11.
Representations, Warranties and Covenants of Xxxxxx. Xxxxxx hereby represents, warrants, and covenants to ABS that:
Representations, Warranties and Covenants of Xxxxxx. Xxxxxx hereby represents, warrants, and covenants to ALS that:
Representations, Warranties and Covenants of Xxxxxx. Xxxxxx represents and warrants to and covenants with QGL, with the knowledge that QGL relies upon same in entering into this Agreement, that:
Representations, Warranties and Covenants of Xxxxxx. Xxxxxx represents and warrants to the Company that the following are and will be true and correct on the Closing Date and such representations and warranties shall survive the Closing: (a)
