Representations and Warranties of Optionor. Optionor hereby represents and warrants as follows:
Representations and Warranties of Optionor. Optionor has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Optionor hereby represents that the name, year and authentication information set forth on Schedule A are true and accurate with respect to the Asset. Optionor now has and on the Closing Date will have (a) good and marketable title to the Asset, free and clear of all liens and encumbrances and (b) full right, power and authority to effect the sale and delivery of the Asset pursuant to this Agreement. Upon the Closing, including payment of the Purchase Price, Optionee will receive good and marketable title to the Asset, free and clear of all liens and encumbrances. This Agreement constitutes a legal, valid and binding obligation of Optionor, enforceable against Optionor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. Optionor represents and warrants that, as of the date hereof, either (x) the value of the Series Interests to be delivered to Optionor pursuant to Section 2(b) complies with the investment limitations set forth in Regulation A or (y) Optionor is an “accredited investor” as that term is defined in Regulation D promulgated under the Act (collectively, a “Qualified Purchaser”). Optionor agrees to promptly provide Optionee and its affiliates with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of Optionor prior to the Closing Date, including an Investor Certification in a form satisfactory to Optionee.
Representations and Warranties of Optionor. Optionor represents, warrants and covenants to Optionee that:
Representations and Warranties of Optionor. Optionor represents and warrants to Optionee, as of the date hereof and as of the date of any exercise of the Call Option, that:
Representations and Warranties of Optionor. Optionor hereby represents and warrants to Optionee as of the date of this Agreement and as of the Closing Date that:
Representations and Warranties of Optionor. Optionor hereby represents and warrants as follows, which representations and warranties shall be true and correct in all material respects as of the close escrow, shall survive the close of escrow and the truth of which, as of the close of escrow, shall be a condition precedent to Optionee's obligation to complete the transaction contemplated by this Agreement:
Representations and Warranties of Optionor. Subject to such exceptions as are disclosed in the corresponding Section, subsection or clause of the Optionor’s disclosure schedule included as part of the Asset Purchase Agreement (the “Optionor Disclosure Schedule”) (or disclosed in any other Section, subsection or clause of the Optionor Disclosure Schedule; provided, that it is reasonably apparent on the face of such disclosure that such disclosure would be responsive to such other Section, subsection or clause of this Article II), Optionor hereby represents and warrants to Optionee as follows:
Representations and Warranties of Optionor. Optionor represents and warrants to Optionee that the execution, delivery and performance of this Agreement by the Optionor and the consummation by him of the transactions contemplated hereby do not require the consent, waiver, approval, license or authorization of or any filing with any person or public authority, except as may be required by applicable securities laws and will not violate or result in a breach of any
Representations and Warranties of Optionor. As an inducement to Optionee to enter into this Agreement and spend substantial funds and due diligence activities and in pursuing the Entitlements, Optionor hereby represents and warrants to Optionee as follows:
Representations and Warranties of Optionor. Section 5.1 Optionor hereby represents, warrants and covenants to Optionee as of the date hereof that:
