VINYL. H Sample Clauses

VINYL. H. I.G. Cayman hereby represents and warrants to Buyer that (i) Vinyl is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder; (ii) the execution, delivery and performance of this Agreement by Vinyl and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement; (iii) Vinyl is not subject to or obligated under its Certificate of Incorporation, its By-laws, any applicable law, or rule or regulation of any governmental authority, or any material agreement or instrument, or any license, franchise or permit, or subject to any order, writ, injunction or decree, which would be breached or violated in any material respect by Vinyl's execution, delivery or performance of this Agreement; (iv) its sole asset is and ever was the Shares set forth opposite its name on the attached SHAREHOLDERS SCHEDULE; (v) since its formation, the only activities Vinyl has conducted are to hold the Shares and to enter into this Agreement and the transactions contemplated by this Agreement; and (vi) Vinyl has no, and has never had, any obligations or liabilities, whether arising in contract, tort or otherwise, of any type or nature, whether xxxxxx, inchoate, accrued, contingent or fixed. III.8 H.I.G. CAYMAN. H.I.G. Cayman hereby represents and warrants as to itself to Buyer that (i) it is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder; (ii) the execution, delivery and
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