Xxxxxxxxx Warranties.
11.1.1 Subject to Clauses 11.2 and 11.7, Xxxxxxxxx warrants to Mergeco, in respect of the purchase and sale of the Three UK Shares pursuant to the Three UK Share Sale: (i) that each of the Xxxxxxxxx Fundamental Warranties is true and accurate and not misleading; and (ii) that each of the Xxxxxxxxx Business Warranties is true and accurate and not misleading.
11.1.2 The Xxxxxxxxx Fundamental Warranties and the warranties contained in: (i) [***]; and
Xxxxxxxxx Warranties. Xxxxxxxxx warrants and represents as follows:
a. He has read this Agreement, and agrees to the conditions and obligations set forth in it.
b. He has had a reasonable time to consider the terms of this Agreement and has been advised by the Released Parties, in writing, to seek legal counsel.
c. He has had twenty-one (21) days in which to consider the Agreement, and, if he executes this agreement less than twenty-one (21) days from receipt, it is with the express understanding that he had the full twenty-one (21) days available if so desired; further, Xxxxxxxxx waives any and all rights to a twenty-one (21) day period to consider the terms of his release of claims under the Age Discrimination in Employment Act (“ADEA”) if he signs this Agreement prior to the expiration of the twenty-one (21) day period.
d. He has not relied on any statement made by the Released Parties or their agents or representatives, either express or implied, either by statement or omission, in making the decision to enter into this Agreement. He voluntarily executes this Agreement after having had full opportunity to consult with legal counsel, and without being pressured or influenced by any person or by any statement or representation of any person acting on behalf of another Party, including the officers, agents and attorneys for any other Party.
e. He has been informed and understands that (i) to the extent that this Agreement waives or releases any claims he might have under the Age Discrimination in Employment Act, Xxxxxxxxx may rescind such waiver and release within seven (7) calendar days of the execution of this Agreement, and (ii) any such rescission must be in writing and hand delivered to the Released Parties, or, if sent by mail, postmarked within the seven (7) day period, sent only by certified mail, return receipt requested, and addressed to the Released Parties.
f. This Agreement is subject to the terms of the Older Workers Benefit Protection Act of 1990 (“OWBPA”). Xxxxxxxxx acknowledges and agrees that he is voluntarily and with full knowledge releasing any and all claims, including any claims he has or could have brought under the OWBPA, and including any claim(s) under the ADEA, with full knowledge of the consequences of such release.
g. He acknowledges and agrees that this Agreement is written in a manner calculated to be understood, and that he understands the same.
h. He has full and complete legal capacity to enter into this Severance Agreement.
i. He has had a f...
Xxxxxxxxx Warranties. Appleton warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now being conducted, to own or otherwise possess or use the properties and assets that it purports to own or otherwise possess or use, and to perform all its obligations under the contracts to which it is a party or by which it is bound.
Xxxxxxxxx Warranties. 11.1.1 Subject to Clauses 11.2 and 11.7, Xxxxxxxxx warrants to Mergeco, in respect of the purchase and sale of the Three UK Shares pursuant to the Three UK Share Sale: (i) that each of the Xxxxxxxxx Fundamental Warranties is true and accurate and not misleading; and (ii) that each of the Xxxxxxxxx Business Warranties is true and accurate and not misleading.
11.1.2 The Xxxxxxxxx Fundamental Warranties and the warranties contained in: (i) [***]; and (ii) [***], are made to Mergeco as at the date of this Agreement and are also deemed to be repeated at Closing by reference to the circumstances subsisting at such time (save as expressly set out therein, and subject to: (a) any actions taken in connection with [***]; and (b) [***]. Subject to the foregoing, the Xxxxxxxxx Business Warranties are made to Mergeco solely as at the date of this Agreement.
Xxxxxxxxx Warranties. XxXxxxxx warrants and represents to MIL that as of the Effective Date:
