Common use of Warranties and Representations of Xxxxxxxx Clause in Contracts

Warranties and Representations of Xxxxxxxx. Xxxxxxxx warrants and represents to Resourcing, as of the date hereof, as follows: (a) Consolidated Services, Inc. is a corporation duly organized under the laws of the State of Maine, validly existing and in good standing, authorized to exercise all its corporate powers, rights and privilege and has the corporate power and authority to own and operate its properties and to carry on its business as now conducted. (b) Xxxxxxxx has all requisite legal and corporate power to execute and deliver this Agreement, consummate the transactions contemplated hereby and perform its obligations hereunder. (c) All corporate action on the part of Consolidated necessary for the authorization, execution, delivery and performance of all obligations under this Agreement will be taken and this Agreement constitutes a legal, valid and binding obligation enforceable according to its terms. (d) Xxxxxxxx has, and will have at Closing, legal and beneficial ownership of Xxxxxxxx Shares, free and clear of any and all liens and encumbrances or other restrictions or limitations and has, and will have at Closing, all required legal and corporate power to transfer and convey Xxxxxxxx Shares to Resourcing. (e) There are no claims, actions, suits, investigations or proceedings against Xxxxxxxx or Consolidated pending or, to the knowledge of Xxxxxxxx, threatened in any court or before or by any governmental authority, or before any arbitrator, that might have an adverse effect on Consolidated or Xxxxxxxx Shares, and to the knowledge of Xxxxxxxx, there is no basis for any such claim., action, suit, investigation or proceeding that is likely to result in a judgment, decree or order having an adverse effect on Consolidated or Xxxxxxxx Shares. Xxxxxxxx and Consolidated are not in default under, and no condition exists that would (i) constitute a default under, or breach or violation of, any legal requirement, permit or contract applicable to Xxxxxxxx or Consolidated, or (ii) accelerate or permit the acceleration of the performance required under, or give any party the right, to terminate any contract. (f) No suit, action or other proceeding is pending or, or to the knowledge of Xxxxxxxx, threatened before any governmental authority seeking to restrain Xxxxxxxx or prohibit its entry into this Agreement or prohibit the Closing, or seeking damages against Xxxxxxxx or Consolidated as a result of the consummation of this Agreement. (g) Neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will: i. violate or conflict with any of the terms and conditions or provisions of the articles of incorporation or bylaws of Consolidated; ii. violate any legal requirement applicable to Xxxxxxxx or Consolidated; iii. violate, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any contract or permit applicable to Xxxxxxxx or Consolidated; iv. result in the creation of any lien, charge or other encumbrance on any property of Xxxxxxxx or Consolidated other than as provided for herein; or v. require Xxxxxxxx or Consolidated to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any governmental authority.