Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.
Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Company as follows:
Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to Splitco that (a) Xxxxxx has the power and authority to enter into this Agreement and to carry out his obligations hereunder, (b) the execution and delivery of this Agreement by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) neither the execution, delivery or performance of this Agreement by Xxxxxx constitutes a breach or violation of or conflicts with any provision of any material agreement to which Xxxxxx is a party and (e) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder.
Representations and Warranties of Xxxxxx. In connection with the Awarded Common Shares, Xxxxxx makes the following representations and warranties to the Company:
(i) Xxxxxx has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. Xxxxxx can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period.
(ii) Xxxxxx is acquiring these securities for investment for Xxxxxx’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”) or under any applicable provision of state law. Xxxxxx does not have any present intention to transfer the Awarded Common Shares to any third party.
(iii) Xxxxxx understands that the Awarded Common Shares 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 Xxxxxx’x investment intent as expressed herein.
(iv) Xxxxxx further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Xxxxxx further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. Xxxxxx understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company.
(v) Xxxxxx is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Xxxxxx understands that the Company provides no assurances as to whether Xxxxxx will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Ex...
Representations and Warranties of Xxxxxx. Xxxxxx represents and warrants to Purchaser as of the Effective Date and as of the Closing as though made on the Closing Date as follows:
(a) The execution, delivery and performance by Xxxxxx of this Agreement do not and will not (i) conflict with or violate any United States or non-United States Law applicable to Xxxxxx or the Company Group, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person, or (iii) result in the creation of any encumbrance on any shares of Xxxxxx Stock (other than under this Agreement, the Tranches Agreements and the Ancillary Agreements (as defined in the First Tranche Agreement)).
(b) As of the Effective Date, Xxxxxx owns exclusively and has good and valid title to the shares of Xxxxxx Stock free and clear of any Lien, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, and (ii) applicable securities Laws, and, as of the Effective Date, Xxxxxx has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver such shares of Xxxxxx Stock, and Xxxxxx does not own, directly or indirectly, any other Common Stock. As an exception to the foregoing representation and warranty, Xxxxxx has granted to BCW Securities LLC a warrant to purchase up to 800,000 shares of the Xxxxxx Stock, on the terms and subject to the conditions set forth in such warrant.
(c) Xxxxxx has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by Xxxxxx.
Representations and Warranties of Xxxxxx. Except as contemplated by ---------------------------------------- this Agreement, Xxxxxx represents and warrants to the Company as of the date set forth above as follows:
Representations and Warranties of Xxxxxx. Xxxxxx represents and warrants to Expedia, Liberty and Assignees that:
a. he has the power and authority to enter into this Assignment and to carry out his obligations hereunder and under the Governance Agreement;
b. the execution, delivery and performance of this Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other actions on the part of Xxxxxx are necessary to authorize this Assignment or the matters contemplated hereby or by the Governance Agreement;
c. this Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Assignment constitutes a valid and binding obligation of Expedia, Liberty and Assignees, is enforceable against Xxxxxx in accordance with its terms; and
d. the execution and delivery of this Assignment by Xxxxxx, and the performance of his obligations hereunder and under the Governance Agreement, do not constitute a breach or violation of, or conflict with, any material agreement to which Xxxxxx is a party.
Representations and Warranties of Xxxxxx. Xxxxxx represents and warrants to Optionee, on the date hereof and on the Closing Date, as follows:
Representations and Warranties of Xxxxxx. Except (i) as set forth in the Xxxxxx Disclosure Letter (it being agreed that, except as otherwise expressly provided in the Disclosure Letter, disclosure of any item in any section of a Party’s Disclosure Letter shall be deemed disclosure with respect to any other section to such Party’s Disclosure Letter to which the relevance of such item is reasonably apparent on its face), (ii) as disclosed in the Xxxxxx SEC Documents (other than any disclosures included in such filings that are predictive, speculative or forward-looking in nature, including any disclosures in any “Risk Factors” sections thereof) or (iii) as expressly contemplated by the Executed Transaction Agreements, Xxxxxx represents and warrants to Hanover as follows:
Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and warrants to the Stockholders as follows:
