REPRESENTATIONS AND WARRANTIES OF XXXXXX. Xxxxxx hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF XXXXXX. Xxxxxx represents and warrants that:
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. 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:
REPRESENTATIONS AND WARRANTIES OF XXXXXX. Xxxxxx hereby represents and warrants to the Stockholders as follows:
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 Seller as follows:
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 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.
