Seller’s Representation. Following the Closing, for so long as Sellers Beneficially Own Common Shares in PubCo representing at least the percentage, shown below, of the Common Shares held by Sellers immediately after the Closing, PubCo shall take all Necessary Action to include in the slate of nominees recommended by PubCo for appointment as directors at each applicable annual general meeting or extraordinary general meeting of PubCo at which directors are to be appointed including, for the avoidance of doubt, the Purchaser Special Meeting, a number of individuals designated by Sellers that, if appointed, will result in Sellers having a number of directors serving on the Board as shown below: Common Shares Beneficially Owned by Sellers (and their Permitted Transferees) as a Percentage of Common Shares Beneficially Owned by Sellers on the Closing Date Number of Sellers Directors 50% or greater 7 25% or greater 4
Seller’s Representation. Seller represents and warrants to Purchaser that it has not hired, retained or dealt with any broker, finder, consultant, person, firm, or corporation in connection with the negotiation, execution or delivery of this Agreement or the transaction contemplated hereby.
Seller’s Representation. Seller is the legal and true owner of the Dog and has full right and authority to sell the Dog. - The Dog is being sold free and clear of any lien, surety interest, charge or other encumbrance. - Seller guarantees that the Dog is a purebred Coton de Tulear, offspring of a purebred sire and dam as set out on page one of this agreement. - Seller agrees to provide the pedigree and registration papers of the Dog to the Buyer as quickly as possible after the Dog has been spayed as set out in this agreement. - No guarantees are expressed or implied or are made by Seller that the Dog will remain free from injury, illness or other health conditions once the Dog has left the Seller’s care or throughout his lifetime.
Seller’s Representation. The Seller represents and warrants that:
Seller’s Representation. 8.1 Seller represents to Buyer that all outstanding liabilities of the Business, except as specifically set forth herein, shall be paid in full by Seller on or before the Closing, and that Buyer shall receive possession of the Assets free and clear of any encumbrances other than any security interest that may be created pursuant to this Contract.
Seller’s Representation. Sellers represent that they have received no notice of any ordinance violations from any governmental body in connection with the premises that has not been cured prior to the date of acceptance thereof. If any such notice shall be received prior to closing, Seller shall give Purchaser notice thereof, and if not cured by Seller prior to closing, Purchaser may elect to rescind this contract.
Seller’s Representation. For so long as the Sellers and their Permitted Transferees, either individually or as a group (as such term is construed in accordance with the Exchange Act), own Equity Securities of PubCo representing a majority of the voting power of the Equity Securities of PubCo entitled to vote in the election of directors and PubCo qualifies as a controlled company under applicable rules of the securities exchange on which PubCo’s Equity Securities are listed (“Controlled Company Eligible”), subject to the next sentence of this Section 2.1(b) and subject to the rights of the Sponsor to nominate the Sponsor Directors hereunder, PubCo shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected all individuals designated by the Seller Representative (including any new directors contemplated by the last paragraph of Section 2.1(a)) (by way of example only, at any time PubCo is Controlled Company Eligible, and there are eleven (11) seats on the Board and the Sponsor had the right to nominate two (2) directors, PubCo would be required to take all Necessary Action to include each of the other nine (9) individuals nominated by the Seller Representative in the slate of nominees, as applicable). If, for any reason, the Sellers and their Permitted Transferees are not entitled to designate such number of directors as determined in accordance with the foregoing sentence or PubCo is not entitled to nominate such number of directors so designated by the Seller Representative, in each case without violating the applicable rules of the securities exchange on which PubCo’s Equity Securities are listed and in each case subject to the rights of the Sponsor to nominate the Sponsor Directors hereunder, the number of Seller Directors that may be designated by the Seller Representative shall be (i) for as long as PubCo remains Controlled Company Eligible, the maximum number as may be so designated by Seller Representative and nominated by PubCo without causing such violation and (ii) from and after such time as PubCo is no longer Controlled Company Eligible, a number of individuals designated by the Seller Representative that, if elected, will result in the Sellers and their Permitted Transferees having a number of directors serving on the Board equal to the greater of (x) such number of directors as permitted by the securities exchang...
Seller’s Representation. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida in which it is organized. Seller has all requisite power and authority and the legal right to own its properties and to conduct its business as currently conducted, and to execute, deliver and perform this Agreement.
Seller’s Representation. (a) Seller expressly warrants to Buyer that no notice from any city, village or other governmental authority of a dwelling code violation which existed in the dwelling structure on the premises herein described before this Agreement was executed, has been received by the Seller, his principal or his agent within ten (10) years of the date of execution of this Agreement.
Seller’s Representation. Section 6.0 - Seller's Representations 16 Section 6.1 - Indemnification 16 Section 6.2 - Title to Assets 16 Section 6.3 - No Warranties 16 Section 6.4 - No Complaints 16 Section 6.5 - No Default 16 Section 6.6 - No Reimbursement Obligations 17 Section 6.7 - System Compliance 17 Section 6.8 - Tariff 17 Section 6.9 - Works in Progress 17 Section 6. 10 - Survival 17 ARTICLE VII - BUYER'S REPRESENTATIONS Section 7.0 - Buyer’s Representations 18 Section 7.1 - Indemnification ....................................................................................................18 Section 7.2 - No Warranties 18 Section 7.3 - Right to Inspect 18 Section 7.4 - Other Limitations of Local, State and Federal Laws and Regulations 19 Section 7.5 - Assumption of Contracts 19 Section 7.6 - Customer Service Standards 19 Section 7.7 - Land Use Regulation 19 Section 7.8 - Survival 19
