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.
(b) Executive represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) shall not constitute a default under, or conflict with, any agreement or other instrument to which Executive is a party or by which Executive is bound and (ii) as to Executive’s execution and delivery of this Agreement do not require the consent of any other person.
(c) The Company represents and warrants to Executive that (i) the execution, delivery and performance of this Agreement by the Company has been fully and validly authorized by all necessary corporate action, (ii) the person signing this Agreement on behalf of the Company is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company is a party or by which it is bound and (iv) upon execution and delivery of this Agreement by the parties, it shall be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
(d) Each party hereto represents and warrants to the other that this Agreement constitutes the valid and binding obligations of such party enforceable against such party in accordance with its terms.
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. (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.
(b) Xx. Xxxxx expressly represents and agrees that he has been advised that, by entering into this Agreement, Xx. Xxxxx is waiving all claims that Xx. Xxxxx may have arising under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Agreement.
(c) Xx. Xxxxx represents that he has reviewed all aspects of this Agreement, that he has carefully read and fully understands all of the provisions and effects of this Agreement, that he understands that in agreeing to this document he is releasing the Affiliated Entities and all of their respective divisions, officers, agents, directors, supervisors, employees, representatives, and their respective successors and assigns and all persons acting by, through, under, or in concert with any of them, from any and all claims he may have against them, including without limitation claims under the Age Discrimination in Employment Act, as well as any claims for age discrimination that may exist under Texas law or any other applicable law.
(d) Xx. Xxxxx represents and agrees that he is knowingly and voluntarily entering into this Agreement, that he has relied solely and completely upon his own judgment and, if applicable, the advice of his attorney in entering into this Agreement.
(e) Xx. Xxxxx represents and acknowledges that in executing this Agreement he does not rely upon and has not relied upon any representations or statement made by or on behalf of any of the Affiliated Entities, or their respective agents, attorneys, or representatives with regard to the subject matter, basis, or effect of this Agreement or otherwise, other than those specifically stated in this Agreement.
(f) Xx. Xxxxx further acknowledges and agrees that:
(i) In return for this Agreement, the Company is providing to Xx. Xxxxx the Consulting Fee, the Non-Compete Payment, the Retirement Benefits and the other covenants and release set forth herein;
(ii) Xx. Xxxxx is hereby advised in writing by this Agreemen...
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.
ii) The Holder owns, of record and beneficially, and has good, valid and indefeasible title to the Shares free and clear of any and all mortgages, pledges, security interests, encumbrances, liens or charges of any kind, except for those imposed on the Holder in connection with the Company’s initial public offering. Except for those agreements the Company is a party to, there are no options, rights, voting trusts, stockholder agreements or any other contracts or understandings to which the Holder is a party or by which the Holder or the Shares are bound with respect to the issuance, sale, transfer, voting or registration of the Shares.
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. 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. Xxxxxx hereby represents and warrants to the Company that:
(a) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof;
(b) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last twenty-four (24) months and all reports issued by the Company to its stockholders within the last twenty-four (24 )months;
(c) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act except as provided in Xxxxxxx 00X xxxxx;
(x) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (b) above;
(e) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and
(f) The certificates evidencing the Option Shares may bear the following legends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or trans ferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of September 13, 1999, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."
Xxxxxx Representations. Xxxxxx warrants and represents that as of February 1, 1996, he owned more shares of RDO Common Stock than the Option Shares, and that he will at all times have available for delivery to Xxxxx sufficient number of shares of RDO Common Stock to deliver to Xxxxx 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.
Xxxxxx Representations. Sections 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, ---------------------- 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.20 and 3.21 of the Xxxxxx Agreement (the "Xxxxxx Reps") are hereby (a) incorporated herein by reference to the best of Seller's knowledge as and to the extent such representations and warranties relate to the System and the Assets and (b) deemed modified (as between Buyer and Seller) so that, to the extent that any of the Xxxxxx Reps are qualified by (i) a "materiality" standard, "materiality" shall refer to the System and the Assets and not in the context of Xxxxxx and its Affiliates taken as a whole and (ii) by a monetary standard, that standard shall be multiplied by .19. Buyer shall be entitled to rely on the Xxxxxx Reps as they relate to the System and the Assets to the same extent that Seller is entitled to rely on the Xxxxxx Reps pursuant to the terms of the Xxxxxx Agreement. The Xxxxxx Agreement is in full force and effect with no breaches or defaults thereon and no notice of any such breaches has been received by Seller or sent to Xxxxxx, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach. Seller has delivered to Buyer a true and correct copy of the Xxxxxx Agreement.
