Representations and Warranties of Sirius. Sirius represents and warrants to Directed that:
Representations and Warranties of Sirius. Except as Previously Disclosed:
Representations and Warranties of Sirius. Except (x) with respect to any subsection of this Section 3.2, as set forth in the correspondingly identified subsection of the disclosure schedule delivered by Sirius to XM concurrently herewith (the “Sirius Disclosure Schedule”) (it being understood by the parties that the information disclosed in one subsection of the Sirius Disclosure Schedule shall be deemed to be included in each other subsection of the Sirius Disclosure Schedule in which the relevance of such information thereto would be readily apparent on the face thereof), or (y) as disclosed in the Sirius SEC Documents (as defined below) filed with the SEC prior to the date hereof, Sirius represents and warrants to XM as follows:
Representations and Warranties of Sirius. Sirius hereby represents and warrants to CMB that (i) this Agreement has been duly and validly executed by Sirius and constitutes a valid and legally binding obligation of Sirius, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally and general principles of equity, (ii) assuming the occurrence of the Closing prior to the Redemption, neither the execution of this Agreement nor the consummation of the Redemption will (A) conflict with or violate any provision of the bye-laws or any other constitutional documents of Sirius, (B) violate any law or order applicable to Sirius or any of its Subsidiaries within the chain of ownership of and including Sirius Bermuda (“Applicable Subsidiaries”) or any of their respective properties or assets or (C) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien upon any of the respective properties or assets of Sirius or any of the Applicable Subsidiaries under, any of the terms, conditions or provisions of any contract to which Sirius or any of the Applicable Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected and (iv) the Aggregate Redemption Amount for the Redeemed Shares shall be funded from Sirius Bermuda’s cash on hand, and not, for the avoidance of doubt, from the funds released from the Trust Account in connection with the completion of the Merger.
Representations and Warranties of Sirius. Sirius hereby represents and warrants to IMGAH that, as of the date hereof and as of the Redemption Closing, (i) Sirius has the requisite corporate power and authority to repurchase and redeem the Redeemed Shares, (ii) this Agreement has been duly and validly executed by Sirius and constitutes a valid and legally binding obligation of Sirius, enforceable in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting the enforcement of creditors’ rights generally and general principles of equity (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought, and (iii) neither the execution of this Agreement nor the consummation of the Redemption will (A) conflict with or violate any provision of the bye-laws or any other constitutional documents of Sirius, (B) subject to obtaining the required lender consents under Sirius’s Credit Agreement dated February 8, 2018 (the “Required Lender Consent”), result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Sirius or any of its Subsidiaries is a party or by which Sirius or any of its Subsidiaries or any of their respective properties or assets may be bound or (C) violate any law or order applicable to Sirius or any of its Subsidiaries. No material notices to, filings with, or authorization, consent or approval of any Governmental Entity or any other Person (including Xxxxxxxx, XX Bermuda Limited, China Minsheng International Holding Pte. Ltd. or any of their respective Affiliates) is necessary for the execution, delivery or performance of this Agreement by Sirius or the consummation by Sirius of the transactions contemplated hereby. There is no Proceeding pending or, to Sirius’s Knowledge, threatened in writing or under investigation against Sirius or any of its Subsidiaries by any Person not party to this Agreement before any Governmental Entity that would prevent or materially delay the consummation of the transactions contemplated hereby. Sirius and its Subsidiaries ...
Representations and Warranties of Sirius. Sirius represents and warrants to Polaris and the Asset Manager as follows: (a) Sirius has full legal right and capacity to execute and deliver this Agreement, to perform Sirius’ obligations hereunder; (b) this Agreement has been duly executed and delivered by Sirius and the execution, delivery and performance of this Agreement by Sirius has been duly authorized by all necessary corporate action on the part of Sirius and no other corporate actions or proceedings on the part of Sirius are necessary to authorize this Agreement or for Sirius to comply with the provisions hereof; (c) this Agreement constitutes the valid and binding agreement of Sirius, enforceable against Sirius in accordance with its terms; and (d) the execution and delivery of this Agreement by Sirius does not, and the compliance with the provisions hereof will not, conflict with or violate any applicable Law or agreements binding upon Sirius.
