The Shareholder. The Shareholder is the lawful owner of record and beneficially of all of the issued and outstanding shares of capital stock of the Seller. The Shareholder has the power, authority and legal right to execute, deliver and perform this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms.
The Shareholder. (a) waives any rights it may have under sections 121, 125, 126, 127, 129 and 131 of the PPSA and its right to receive a verification statement pursuant to section 148 of the PPSA and agrees to contract out of its rights to receive a statement of account under section 116 of the PPSA;
(b) Agrees that sections 114(1) (a), 133 and 134 of the PPSA will not apply on the enforcement by the Company of any security created or provided for by this Agreement; and Acknowledges that it has received a copy of this Agreement.
The Shareholder. The representations and warranties of the Shareholder contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement and, notwithstanding such completion or any investigation made by or on behalf of HF Enterprises, shall continue in full force and effect for the benefit of HF Enterprises for a period of one year after the Closing Date.
The Shareholder. The Shareholder is a Minnesota corporation and is duly organized, validly existing and in good standing under the laws of Minnesota. The Shareholder has all requisite power and authority to own, operate and lease its properties and assets (including the Stock) and to conduct its business as it is now being conducted.
The Shareholder. The Shareholder will deliver the Common Shares with written affidavit or medallion guarantee upon the execution of this Agreement. The Shareholder also agrees to deliver any other document reasonably requested by the Company that it deems necessary for the consummation of the transactions contemplated by this Agreement.
The Shareholder. (i) pays for the Company to engage its ordinary fire safety consultants to obtain a report on any fire safety implications of the Works; and
(ii) pays for, and agrees to carry out, any works which might reasonably be required to resolve any fire issues identified in that report.
The Shareholder. Meeting represents all of the shareholders and its decisions adopted in accordance with the law and with these bylaws are binding upon all shareholders. Shareholder meetings shall be regular or special, as provided by law. A shareholder meeting may also be called away from the company headquarters, provided that it is in Italy. When particular exigencies so require, a regular shareholder meeting for the approval of the annual reports may be called by the governing body within six months following the end of the company fiscal year.
The Shareholder. This is a Moral-Legal-Financial contract. The Moral aspects of it are most important: it is what both Parties agree we ought to do in these matters, as Men & Women of Honor & Integrity.
The Shareholder. Shareholder hereby confirms all of the representations and warranties of Sellers, and agrees to indemnify and hold Purchaser harmless from and against misrepresentation or breach of any warranty by Sellers, or any breach or failure by Sellers to comply with any term, covenant or condition of this agreement.. Shareholder represents and warrants that he is theLimited Partner of L.P. and the sole Shareholder of General Partner, and that he has full power and authority to carry out and perform his undertakings and obligations as provided herein. Shareholderagrees as aforesaid to induce Purchaser to enter into this agreement. No action or inaction of Shareholder or Purchaser, including the giving of notices, shall affect, change or discharge the obligations of the Purchaser's Guarantor hereunder.
The Shareholder s/ Xxx Xxx Xxxxxx
