Xxxxx Representations. Each party has had the opportunity to have independent counsel and legal advice of his/her own selection in the negotiation of this Agreement. Each party fully understands the facts and has been fully informed as to his/her legal rights and obligations.
Xxxxx Representations. Xxxxx hereby represents and warrants to Buyer ---------------------- that:
(a) This Agreement is a valid and binding obligation of Xxxxx, enforceable against him in accordance with its terms.
(b) Xxxxx has good title to the Shares held by him free and clear of all security interests, liens, pledges, charges and encumbrances of every kind.
(c) The execution and delivery of this Agreement by Xxxxx will not violate any provision of law and will not, with or without the giving of notice or the passage of time, conflict with or result in any breach of any of the terms or conditions of, or constitute a default under, any mortgage, agreement or other instrument to which Xxxxx is a party or by which Xxxxx is bound. The execution, delivery and performance of this Agreement by Xxxxx will not result in the creation of any security interest, lien, pledge, charge or encumbrance upon the Shares owned by Xxxxx.
Xxxxx Representations. By executing and delivering this Agreement, Xxxx expressly acknowledges and represents that:
(a) He has carefully read this Agreement;
(b) He has had sufficient time to consider this Agreement and has voluntarily waived any consideration period set forth in Section 4(f) of the Employment Agreement that is longer than the 21-day period set forth herein;
(c) He has been and hereby is advised in writing to discuss this Agreement with an attorney of his choice and he has had adequate opportunity to do so prior to executing this Agreement;
(d) He fully understands the final and binding effect of this Agreement; the only promises made to him to sign this Agreement are those stated herein; and he is signing this Agreement knowingly, voluntarily and of his own free will, and he understands and agrees to each of the terms of this Agreement;
(e) He is receiving consideration to which he was not otherwise entitled but for his entry into this Agreement;
(f) The only matters relied upon by him and causing him to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement; and
(g) No Company Party has provided any tax or legal advice regarding this Agreement and he has had the opportunity to receive sufficient tax advice from advisors of his own choosing such that he enters into this Agreement with full understanding of the tax and legal implications thereof.
Xxxxx Representations x. Xxxxx represents and warrants that as of the date on which Xxxxx signed this Agreement, Xxxxx has not filed any claims, complaints, charges, or lawsuits against any of the Released Parties with any governmental agency or with any state or federal court for or with respect to a matter, claim, or incident, which occurred or arose out of one or more occurrences that took place on or prior to the date on which Hinds signed this Agreement. Xxxxx further represents and warrants that as of the date he signed this Agreement, Xxxxx has made no assignment, sale, delivery, transfer or conveyance of any rights Xxxxx has asserted or may have against any of the Released Parties with respect to any Released Claim.
x. Xxxxx represents and warrants that (i) as of the Separation Date, Xxxxx had good and valid title to all of the Stock issued to Xxxxx, and the Trust had good and valid title to all of the Stock that has been issued to the Trust; (ii) as of the date on which Xxxxx signed this Agreement, Xxxxx has good and valid title to all of the Retained Units held by Xxxxx, and (iii) as of the date Xxxxx signed this Agreement, Xxxxx has never made any assignment, sale, delivery, transfer or conveyance of such Retained Units.
c. By executing and delivering this Agreement, Xxxxx acknowledges that Xxxxx has carefully read this Agreement and that some of the consideration Xxxxx is receiving under this Agreement he was not otherwise entitled to receive, but for Xxxxx’ entry into this Agreement. Xxxxx further represents that Xxxxx fully understands the final and binding effect of this Agreement; the only promises made to Xxxxx to sign this Agreement are those stated in this Agreement; and Xxxxx is signing this Agreement knowingly, voluntarily and of Xxxxx’ own free will and with full understanding of the legal and tax consequences of this Agreement; and Hinds understands and agrees to each of the terms of this Agreement.
x. Xxxxx acknowledges that Xxxxx has fulfilled all obligations known to him to raise any and all legal, regulatory or compliance concerns known to Xxxxx while Xxxxx was employed with any of the Company Parties, and that as of the time Xxxxx signed this Agreement Xxxxx was not aware of any legal, regulatory or compliance related issues that Xxxxx has not previously raised with the Company Parties. Xxxxx further acknowledges that as of the time Xxxxx signed this Agreement Xxxxx was aware of no conduct by any of the Released Parties that Xxxxx reasonably believed...
Xxxxx Representations. Xxxx represents, warrants and agrees to and with the Buyer that: (a) He is an “accredited investor” as that term is defined in 17 CFR Section 230.501 of Regulation D as promulgated by the U.S. Securities and Exchange Commission.
Xxxxx Representations. To the knowledge of such Series B Holder, the representations and warranties made by Blyth herein (other than the representations and warranties set forth in Section 2.1 and Section 2.2) , insofar as they relate to ViSalus, are not false or incorrect in any material respect.
Xxxxx Representations. Xxxxx represents and agrees that she: (a) has fully read this Agreement;
Xxxxx Representations. A. To induce Owner to enter into this Contract, XXXX makes the following representations:
1. XXXX has examined and carefully studied the Contract Documents, including Addenda.
2. XXXX has visited the Site, conducted a thorough visual examination of the Site and adjacent areas, and become familiar with the general, local, and Site conditions that may affect cost, progress, and performance of the Work.
3. XXXX is familiar with all Laws and Regulations that may affect cost, progress, and performance of the Work.
4. XXXX has carefully studied the reports, if any, of explorations and tests of subsurface conditions at or adjacent to the Site and the drawings, if any, of physical conditions relating to existing surface or subsurface structures at the Site that have been identified in the Supplementary Conditions, with respect to the Technical Data in such reports and drawings.
5. XXXX has carefully studied the reports and drawings, if any, relating to Hazardous Environmental Conditions, if any, at or adjacent to the Site that have been identified in the Supplementary Conditions, with respect to Technical Data in such reports and drawings.
6. XXXX has considered the information known to XXXX itself; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract [Proposal] Documents; with respect to the effect of such information, observations, on (a) the cost, progress, and performance of the Work; (b) the means, methods, techniques, sequences, and procedures of construction to be employed by XXXX; and (c) XXXX’x safety precautions and programs.
7. Based on the information and observations referred to in the preceding paragraph, XXXX agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Guaranteed Maximum Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract.
8. XXXX is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents.
9. XXXX has given Owner’s Advisor written notice of all conflicts, errors, ambiguities, or discrepancies that XXXX has discovered in the Contract Documents, and of discrepancies between Site conditions and the Contract Documents, and the written resolution thereof by Owner’s Advisor is acceptable to XXXX.
10. The Cont...
Xxxxx Representations. Xxxxx hereby makes the following representations and warranties to the Company and acknowledges that the Company is relying on such representations in making the loan:
(a) Xxxxx shall at all times have good and marketable title to the Property free and clear of any security interests, liens or encumbrances other than the Deed of Trust in favor of the Company securing this Note.
(b) Each of the BofA Loan Documents and the Company Loan Documents has been duly executed and delivered by Xxxxx and constitute the legal, valid and binding obligations of Xxxxx enforceable against Xxxxx in accordance with their respective terms. The consent of no other person or entity is required to execute, deliver and perform the BofA Loan Documents or the Company Loan Documents or to grant to the Company the security interest in the Property evidenced by the Deed of Trust.
(c) There are no actions, proceedings, claims, or disputes pending or, to Xxxxx' knowledge, threatened against or affecting Xxxxx or the Property.
Xxxxx Representations. Xxxxx represents to the Company the following:
(a) Xxxxx is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the securities. Xxxxx is acquiring these securities for investment for Xxxxx'x own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").
(b) Xxxxx understands that the securities have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Xxxxx'x investment intent as expressed herein. In this connection, Xxxxx understands that, in view of the Securities and Exchange Commission, the statutory basis for such exemption may not be present if Xxxxx'x representations meant that Xxxxx'x present intention was to hold these securities for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future.
(c) Xxxxx further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Xxxxx further acknowledges and understands that the Company is under no obligation to register the securities. Xxxxx understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company.
