Xxxxxx Representations. (a)Executive acknowledges that before signing this Agreement, Executive was given the opportunity to read it, evaluate it and discuss it with Executive’s personal advisors. Executive further acknowledges that the Company has not provided Executive with any legal advice regarding this Agreement.
Xxxxxx Representations. Xxxxxx represents and warrants to Xxxxxx that: (i) it has obtained all FCC and other material governmental agency approvals necessary for its operations on Sharee’s Station as currently operated by it, (ii) its ownership and operation of Sharee’s Station complies with the FCC rules, regulations and policies and other applicable laws in all material respects, (iii) the FCC license for Sharee’s Station has not expired or been cancelled.
Xxxxxx Representations. The Company has no reason to believe that the representations and warranties given by St. Xxxxxx to the St. Xxxxxx Investors pursuant to the St. Xxxxxx Subscription Agreement are not true and complete as of the date made thereunder and as of the Closing Date.
Xxxxxx Representations. Xxxxxx represents and warrants that it has full right, authority, power and capacity to enter into, execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by Xxxxxx pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. This Agreement and each agreement, document and instrument executed and delivered by Xxxxxx pursuant to this Agreement constitutes a valid and binding obligation of Xxxxxx, enforceable in accordance with their respective terms. The execution and delivery by Xxxxxx of this Agreement and the performance of the transactions contemplated hereby have been duly and validly authorized by all necessary action under its organizational documents and under any agreement applicable to Xxxxxx and do not require any notice to, consent from, or filing with, any third party.
Xxxxxx Representations. (a) Xx. Xxxxx represents that he has not filed any complaints, claims or actions against any Affiliated Entity with any court, agency, or commission regarding the matters encompassed by this Agreement, that he will not do so at any time in the future, and that, if any court or agency assumes jurisdiction of any complaint, claim or action against any Affiliated Entity on behalf of Xx. Xxxxx, he will direct that court or agency to withdraw from or dismiss with prejudice the matter.
Xxxxxx Representations i) The Holder has all requisite power and authority and the legal capacity to execute, deliver and perform this Agreement. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity.
Xxxxxx Representations. Xxxxxx represents and warrants to Lazaridis that as of the date hereof, Xxxxxx and its affiliates ownership stake (including any options, warrants, convertible securities or similar securities) in the Company consists of beneficial ownership of 11,912,186 common shares of the Company.
Xxxxxx Representations. Neither party is under any restriction or obligation that could affect its performance of its obligations under this agreement. Neither party's execution, delivery, and performance of this agreement and the other documents to which it is a party, and the consummation of the transactions contemplated in this agreement, do or will result in its violation or breach of any applicable Law or Order, or [except as listed in its Disclosure Schedule], require the consent of any Person, or conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of any material contract.
Xxxxxx Representations. LESSOR REPRESENTS AND WARRANTS TO BROKER THAT TO XXXXXX’S BEST KNOWLEDGE AND BELIEF:
Xxxxxx Representations. Xxxxxx warrants and represents that as of February 1, 1994, he owned more shares of RDO Common Stock than the Option Shares, and that he will at all times have available for delivery to Horn sufficient number of shares of RDO Common Stock to deliver to Horn in the event of exercise of the Option. Xxxxxx further represents that he has good and marketable title to the Option Shares, subject to no liens. Xxxxxx further represents that, without being required to obtain the consent or approval of any person or other entity, he has full right, power, and authority to enter into this Agreement and to sell and convey, as provided herein, the entire right, title, and interest in and to all of the Option Shares. He further represents that this Agreement has been duly executed delivered by him and is binding upon and enforceable against him, and upon his death his estate, in accordance with its terms. He further represents that he shall continue to own, beneficially, all right, title and interest in and to the Option Shares, subject to no liens, attachments or other encumbrances, and also shall continue to have, undiminished, the full right, power, and authority to sell and convey the Option Shares as provided herein.
