Xxxx Representations and Warranties. 1.01 Xxxx represents and warrants that it is authorized to enter into this Agreement and shall be bound by the terms hereof, and that each Provider (i) has authorized Xxxx to execute this Agreement on its behalf, and (ii) is and will be bound to the Producer by the terms of this Agreement as if it was a signatory hereto.
1.02 Xxxx represents and warrants that each Provider possesses all requisite (i) resident corporate, agency, and/or individual agent, broker, producer, surplus lines, or other license required by the insurance regulator in the state in which it was incorporated or organized (the “Provider Domicile State”) in order to transact the insurance business contemplated under this Agreement, and (ii) non-resident corporate, agency, and/or individual agent, broker, producer, surplus lines, or other license required by any applicable non-Provider Domicile State insurance regulator in order to transact the insurance business contemplated under this Agreement, including but not limited to any license applicable to the Provider in the home state of the named insured under any applicable insurance policy; provided, that the home state will be determined in accordance with the provisions of the Nonadmitted and Reinsurance Reform Act of 2010, 15. U.S.C. §8201, etc. (“NRRA”) where applicable.
1.03 Except to the extent that Xxxx notifies the Producer in writing to the contrary, Xxxx represents and warrants that any Provider that is organized or acquired after the effective date of this Agreement (i) will be bound to the Producer by the terms of this Agreement as if it was a signatory hereto and has authorized Xxxx to so notify the Producer, and (ii) will authorize and agree that the Producer’s covenants and undertakings to Xxxx will be deemed to be the Producer’s covenants and undertakings to such Provider. In addition, any licenses, proof of insurance or documents, records, or information other than policyholder submissions that the Producer provides to Xxxx will be deemed to be documents, records, or other information the Producer provides to any such Provider.
1.04 Xxxx will notify the Producer of any subsequently acquired or organized Providers, and such notification may include written or electronic correspondence to the Producer or postings on its website or one or more of the websites of the Providers, each of which will constitute adequate and effective notice under this Section 1.04. Producers are responsible for monitoring the websites of Xxxx and ...
Xxxx Representations and Warranties. ARYA represents and warrants to the Investor that:
a. ARYA has been duly incorporated and is validly existing as an exempted company under the laws of the Cayman Islands, in good standing under the laws of the Cayman Islands, with power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.
b. This Subscription Agreement has been duly authorized, validly executed and delivered by XXXX and, assuming that this Subscription Agreement constitutes the valid and binding agreement of the Investor and ListCo, this Subscription Agreement is enforceable against ARYA in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.
c. As of the date hereof, the authorized share capital of ARYA consists of (i) 479,000,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Shares” and together with the Class A Shares, the “ARYA Ordinary Shares”), and (iii) 1,000,000 preference shares, par value $0.0001 per share (the “Preference Shares”). As of the date of this Subscription Agreement, (i) no Preference Shares are issued and outstanding, (ii) 3,799,016 Class A Shares are issued and outstanding, and (iii) 3,737,500 Class B Shares are issued and outstanding. All issued and outstanding Class A Shares and Class B Shares are fully paid and nonassessable, as such term or similar concept may be applicable to a Cayman Islands exempted company, have been duly authorized and validly issued and issued in compliance with applicable law and have not been issued in breach or violation of any preemptive rights or contract. There are no shareholder agreements, voting trusts or other agreements or understandings to which XXXX is a party or by which it is bound relating to the voting of any securities of ARYA, other than (1) as set forth in the SEC Reports and (2) as contemplated by the Transaction Agreement. Except as set forth above and pursuant to the Other Subscription Agreements, the Transaction Agreement and the other agreements and arrangements referred to therein, as of the date hereo...
Xxxx Representations and Warranties. LUK makes the following representations and warranties to the Company, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunder:
Xxxx Representations and Warranties. XXXX represents and warrants to Sears that:
Xxxx Representations and Warranties. Xxxx, as of the date hereof, represents and warrants as follows:
(a) Xxxx has all necessary legal power and authority to enter into and perform his obligations under this Agreement and the consummation of the transactions contemplated hereunder.
(b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated hereby will result in a violation or any breach of, constitute a default under, or conflict with, any note, contract, agreement, service, lease, license, permit, or other instrument or obligation to which Xxxx is bound, or by which any of his Affiliates is bound, except as recited in Section 2.5 of this Agreement. CryoTherm expressly acknowledges Xxxx’x obligations under the agreement(s) listed in Section 2.5 and fully consents thereto in regards to the right of XxXxxxxxx to non-exclusive use of the Licensed Intellectual Property that harnesses geothermal heat inside abandoned xxxxx or geothermal xxxxx within the Territory of the State of New York. Cryo Intitials: ________________ 11 of 24 Xxxx Initials: ________________
(c) No representation or warranty made by Xxxx in this Agreement contains any untrue statement of a material fact or omits any material fact necessary to make the statements contained herein not materially false or misleading.
(d) Xxxx is the sole owner of all right, title, and interest in and to the Intellectual Property listed in Schedule A attached hereto, which is free and clear of all liens, security interests, mortgages, charges, claims, encumbrances, or other restrictions on title or transferability of any kind.
(e) To the knowledge of Xxxx, all patent applications listed on Schedule A attached hereto are patentable and there are no grounds to believe that once issued the patents issued pursuant to such applications will not be valid and enforceable.
(f) Xxxx has not received any oral or written claim, or cease and desist letter, and is not subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other dispute involving any third party Intellectual Property related to any Intellectual Property listed on Schedule A hereto, or are there any grounds for a claim: (i) alleging that any Intellectual Property listed on Schedule A hereto infringes or misappropriates any third party Intellectual Property rights; and (ii) challenging the title, inventorship, validity, enforceability, or alleging misuse, of any Intellectual Property l...
Xxxx Representations and Warranties. The Xxxx Representations and Warranties are true and correct in all material respects as at the Execution Date and at 5.00pm on the Business Day immediately prior to the Second Court Date, except where (1) expressed to be operative at another time or (2) the failure of any such Xxxx Representation or Warranty to be true and correct is not and would not reasonably be expected to be material in the context of the Transaction as a whole, provided that the representations contained in items 1.1 to 1.8, 1.10, 1.15(a) and 1.21 of Schedule 3 shall be true and correct in all respects at the Execution Date and at 5.00pm on the Business Day immediately prior to the Second Court Date.
Xxxx Representations and Warranties. XXXX ONLY GUARANTEES THE PURITY, IDENTITY AND CONTENT OF THE DELIVERED PRODUCTS IN CONFORMANCE WITH THE SPECIFICATIONS. THE PRODUCTS AND ANY SERVICES ARE PROVIDED TO CUSTOMER “AS- IS” AND WITHOUT WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR OTHERWISE. CUSTOMER, AND NOT XXXX, SHALL BE LIABLE FOR ANY USE IF THE PRODUCTS OR THE PROGENY OR DERIVATIVES, AND FOR ANY RECALL, LOSS, CLAIM, DAMAGE, OR LIABILITY OF ANY KIND OR NATURE, WHICH MAY ARISE FROM OR IN CONNECTION WITH THE USE, HANDLING OR STORAGE OF THE PRODUCTS OR THE PROGENY OR DERIVATIVES AFTER DELIVERY TO CUSTOMER.
Xxxx Representations and Warranties. XXXX hereby makes the following representations and warranties:
(a) XXXX has been duly organized and is validly existing as an urban renewal authority under the Urban Renewal Law.
(b) The person executing this Agreement on behalf of XXXX is duly and validly authorized to do so on behalf of XXXX, and XXXX has full right and authority to enter into this Agreement and perform all of its obligations hereunder subject to the conditions precedent in this Agreement. Draft
(c) To LURA’s knowledge, execution of this Agreement will not result in any breach of, or constitute a default under, any contract or other agreement to which XXXX is a party.
(d) To LURA’s knowledge, there is no action or proceeding pending or threatened in writing against XXXX that challenges or impairs LURA’s ability to execute or perform its obligations under this Agreement.
Xxxx Representations and Warranties. The representations and warranties of Xxx set forth in Section 10 hereof shall be true and correct at the Effective Date as though made at and as of that date, except as affected by transactions contemplated hereby.
Xxxx Representations and Warranties. In order to induce OrthoSupply to execute this Agreement and perform its obligations under, this Agreement, Xxxx does hereby represent and warrant (which representations and warranties shall be, and be deemed to be, continuing and survive the execution and delivery of this Agreement and the Effective Date) as follows:
(a) Since January 15, 2003, CMNW has not incurred any liability or obligation of any nature whatsoever, whether accrued, absolute, contingent or otherwise, that has not been fully discharged as of the date of this Agreement, or is not currently reflected in the September 2005 Balance Sheet. Acquisition Corp. was incorporated on December 22, 2005, has no assets and has incurred no liabilities, debts or obligations of any nature whatsoever, whether accrued, absolute contingent or otherwise, whether due or to become due and whether or not the amount thereof is readily ascertainable, other than its incorporation costs. Prior to the date of this Agreement, Acquisition Corp. has conducted no business operations, and its sole activities will be in connection with the consummation of the Merger and the transactions contemplated by this Agreement.
(b) The authorized and outstanding capitalization of CMNW is as set forth on Schedule 8(i) attached hereto. Thunderbird owns of record and beneficially 91.2758% of the issued and outstanding capital stock of CMNW, free and clear of all liens and encumbrances of any nature whatsoever. As of the date hereof, except as set forth on Schedule 8(i) attached hereto, there is not authorized and/or issued and outstanding any shares of capital stock of CMNW, and there is not outstanding any rights to purchase any shares of capital stock of CMNW, or securities convertible into or exchangeable for shares of capital stock of CMNW. All of the issued and outstanding shares of CMNW Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no outstanding warrants, options or similar rights to purchase or convert into shares of CMNW capital stock. There are no outstanding rights of first refusal, preemptive rights or other restrictions on transfer with respect to the redemption of the Thunderbird Shares by CMNW from Thunderbird. The offers and sales of the outstanding shares of capital stock of CMNW were, at all relevant times, exempt from the registration or prospectus delivery requirements of the Securities Act, and any applicable state securities laws pursuant to an exemptio...
