Representations and Warranties of Noteholder. Each Noteholder, severally as to itself only, represents and warrants to CEMI as follows:
Representations and Warranties of Noteholder. (a) Noteholder hereby represents and warrants to Public Company as follows: (i) Noteholder is the beneficial or record owner of the shares of capital stock of Merger Partner indicated on the signature page of this Agreement free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances; (ii) Noteholder does not beneficially own any securities of Merger Partner other than the shares of capital stock and rights to purchase shares of capital stock of Merger Partner set forth on the signature page of this Agreement; (iii) Noteholder has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 5; and (iv) this Agreement has been duly and validly executed and delivered by Noteholder and constitutes a valid and binding agreement of Noteholder enforceable against Noteholder in accordance with its terms. Noteholder agrees to notify Public Company promptly of any additional shares of capital stock of Merger Partner of which Noteholder becomes the beneficial owner after the date of this Agreement.
Representations and Warranties of Noteholder. Noteholder hereby represents and warrants to Issuer that:
Representations and Warranties of Noteholder. Noteholder represents and warrants to the Company that now and as of the Closing:
Representations and Warranties of Noteholder. The Noteholder hereby represents and warrants to the Company, as of the date hereof, as follows:
Representations and Warranties of Noteholder. Noteholder hereby represents and warrants to Buyer that Noteholder has all requisite power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Noteholder. This Agreement constitutes a legal, valid and binding obligation of Noteholder, enforceable against Noteholder in accordance with its terms. No consent of any other party is required for the execution and delivery of this Agreement or the consummation by Noteholder of the transactions contemplated hereby, Noteholder is the sole, true, lawful and beneficial owner of Noteholder's Notes. Upon payment of the Senior Note Cash Consideration, all right, title and interest of Noteholder in the Notes shall be assigned to Buyer, free and clear of any liens or encumbrances.
Representations and Warranties of Noteholder. The Noteholder represents and warrants to the Company upon the acquisition of the Note as follows:
Representations and Warranties of Noteholder. With full knowledge that the Company and its officers, directors and controlling persons will be relying upon the following, among other things, in determining that a sale of Series D Preferred Stock to me will be exempt from the registration requirements of the Securities Act, and applicable state securities laws, I represent and warrant to the Company that:
Representations and Warranties of Noteholder. Noteholder hereby -------------------------------------------- represents and warrants the following:
Representations and Warranties of Noteholder. Noteholder represents and warrants to Company that the statements contained in this Section 3 are true and correct as of the date of this Agreement, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).
