Xxxxxxx Representations. Xxxxxx hereby represents and warrants to the Company that:
(a) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereof;
(b) it 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 24 months and all reports issued by the Company to its stockholders;
(c) it understands that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 ("1933 Act") or an exemption therefrom is available thereunder and that there is no right by it to have the Option Shares registered by the Company under the Act;
(d) it 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) it 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
(i) 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 transferred 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 14, 1998, 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."
Xxxxxxx Representations. 1.1 Xxxxxx represents and warrants to New Pacific that:
(a) Xxxxxx is the registered and beneficial owner of the Property and holds the right to explore and develop the Property;
(b) Xxxxxx holds the Property free and clear of all liens, charges and claims of others, and the Xxxxxx has a free and unimpeded right of access to the Property and has use of the Property surface for the herein purposes;
(c) The claims set out in Schedule "A" have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of British Columbia and are in good standing in British Columbia as of the date of this Agreement and expire on June 6, 2003;
(d) There are no adverse claims or challenges against or to Xxxxxx'x ownership of or title to any of the Property nor to the knowledge of Xxxxxx is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof;
(e) Xxxxxx has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Xxxxxx is a party or by which it is bound or to which it is subject;
(f) The terms of this Agreement have been authorized by all necessary corporate acts and deeds of Xxxxxx in order to give effect to the terms hereof; and
(g) No proceedings are pending for, and Xxxxxx is unaware of any basis for, the institution of any proceedings which could lead to the placing of Xxxxxx in bankruptcy, or in any position similar to bankruptcy.
1.2 The representations and warranties of Xxxxxx set out in subsection 1.1 above form a part of this Agreement and are conditions upon which New Pacific has relied in entering into this Agreement and shall survive the acquisition of any interest in the Property by New Pacific.
1.3 Xxxxxx will indemnify New Pacific from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Xxxxxx and contained in this Agreement.
1.4 Xxxxxx acknowledges and agrees that New Pacific has entered into this Agreement relying on the warranties and r...
Xxxxxxx Representations. Xxxxxxx represents, warrants and covenants to Anterios as follows:
Xxxxxxx Representations. Xxxxxx represents that it is a registered investment adviser under the Investment Advisers Act of 1940.
Xxxxxxx Representations. Xxxxxxx represents that it is duly registered as an investment adviser or exempt from registration where its advisory activities subject Chelsea to registration. Additionally, at all times while this Agreement is in effect, Chelsea will maintain such status and operate in full compliance with the applicable laws and regulations in all applicable jurisdictions. Xxxxxxx further represents that Xxxxxxx has duly authorized, executed, and delivered this Agreement. Xxxxxxx represents that the Agreement is a valid and binding obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms and that neither the execution and delivery of this Agreement nor the performance by Xxxxxxx of its obligations under the Agreement, will conflict with, or result in a breach of, any of the terms or provisions of any agreement or instrument to which it is a party or by which it is bound.
Xxxxxxx Representations. Xxxxxxx represents and warrants that (i) the Services will be rendered using sound, professional practices and in a competent and professional manner; and (ii) it has all necessary permissions, software licenses and ownership rights to provide the Services.
Xxxxxxx Representations. In connection with the granting of the options provided for herein and the redemption or purchase of DMC Shares, Xxxxxxx represents and covenants to DMC and Westar as follows: 2.1
Xxxxxxx Representations. (a) Xxxxxx represents and warrants to Prospect that the Shares have been duly authorized, and are fully-paid and non-assessable, and shall be freely transferable without restriction (except for the volume limitation set forth below) or registration under the Securities Act.
(b) Xxxxxx acknowledges and agrees that the Shares were acquired by Prospect from Xxxxxx solely upon cashless exercise of one or more warrants issued by Xxxxxx more than six (6) months prior to the date hereof, and that the Shares shall be deemed to have been acquired at the same time as such warrants, and, as such, the holding period of the Shares shall be tacked to the holding period of such warrants for purposes of Rule 144.
Xxxxxxx Representations. In exchange for Insys’ waiver and release and the consideration described in this Section 1, which Xxxxxx acknowledges to be good and valuable consideration for his obligations hereunder, Xxxxxx hereby represents that he intends to and hereby does fully settle any and all claims he may have against the Insys Group as a result of his hire, employment or separation from employment with Insys. Xxxxxx specifically represents, warrants and confirms that: (a) he has no claims, complaints or actions of any kind filed against the Insys Group with any court of law, or local, state or federal government or agency; (b) he has been properly paid for all hours worked for Insys, and that all commissions, bonuses and other compensation due to him has been paid, with the exception of (i) his final payroll check for his salary through the Separation Date above, which will be paid on the next regularly scheduled payroll date and (ii) any options to purchase Insys’ common stock under any of Insys’ option plan(s) which shall be governed by the terms of the applicable plan document and as specifically provided herein; and (c) he has not engaged in, and is not aware of, any unlawful conduct in relation to the business of Insys. If any of these statements are not true, Xxxxxx cannot sign this Agreement and must notify Insys immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify Xxxxxx from receiving these benefits, but will require Insys’ review and consideration.
Xxxxxxx Representations. Lessor hereby represents and warrants to Lessee that:
(1) Lessor has no actual knowledge of any existing physical conditions of the Leased Premises which would prevent, significantly restrict or make more expensive Lessee’s development of the Leased Premises for the purposes specified in this Lease, or which could, with the passage of time, or the giving of notice, constitute a violation of any currently applicable governmental law, ordinance, order, rule or regulation.
(2) The execution of this Lease will not constitute a violation of nor be in conflict with nor constitute a default under any term or provision of any agreement or instrument to which Lessor is a party or by which the Leased Premises or any part thereof is bound.
(3) Without having made any specific investigation thereof, and without undertaking to do so, Lessor has no actual knowledge of any law, regulation, ordinance or order of any local, state or federal governmental authority which would prohibit or significantly restrict Xxxxxx’s development of the Leased Premises pursuant to this Lease. To the best of Lessor’s knowledge, the Leased Premises is currently in material compliance with all governmental laws, ordinances, orders, rules and regulations applicable to the Leased Premises.
