Representations and Warranties of Xxxxxx Xxxxx. In order to induce the Company to accept this Option Agreement, Xxxxxx-Xxxxx hereby represents and warrants to the Company as follows:
Representations and Warranties of Xxxxxx Xxxxx. XXXXXX XXXXX represents and warrants that, as of the Effective Date:
Representations and Warranties of Xxxxxx Xxxxx. Subject to the exceptions set forth in the disclosure letter delivered from Xxxxxx Xxxxx to Princeton Acquisitions on the date hereof (the “Xxxxxx Xxxxx Disclosure Letter”) (regardless of whether or not the Xxxxxx Xxxxx Disclosure Letter is referenced below with respect to any particular representation or warranty), Xxxxxx Xxxxx represents and warrants as follows to Princeton Acquisitions.
Representations and Warranties of Xxxxxx Xxxxx. Xxxxxx Xxxxx (the “Controlling Shareholder”) has reviewed the Registration Statement and General Disclosure Package and will review the Final Prospectus and none of the Registration Statement, General Disclosure Package and Final Prospectus nor any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. This Agreement has been duly authorized, executed and delivered by the Controlling Shareholder.
Representations and Warranties of Xxxxxx Xxxxx. 43 Section 4.1 Organization, Standing and Power 43 Section 4.2 Capital Stock 44 Section 4.3 Subsidiaries 46 Section 4.4 Authority 46 Section 4.5 No Conflict; Consents and Approvals 47 Section 4.6 SEC Reports; Financial Statements 48 Section 4.7 Properties 49 Section 4.8 Certain Information 49 Section 4.9 Absence of Certain Changes or Events 50 Section 4.10 Litigation 50 Section 4.11 Compliance with Laws 50 Section 4.12 Benefit Plans 51 Section 4.13 Labor Matters 53 Section 4.14 Environmental Matters 53 Section 4.15 Taxes 53 Section 4.16 Contracts 54 Section 4.17 Insurance 56 Section 4.18 Intellectual Property 56 Section 4.19 State Takeover Statutes 56 Section 4.20 Brokers 57 Section 4.21 Opinion of Financial Advisor 57 Section 4.22 No Additional Representations 57 ARTICLE V COVENANTS 57 Section 5.1 Conduct of Business 57 Section 5.2 No Solicitation 61 Section 5.3 Stockholder Meetings 66 Section 5.4 The Joint Proxy Statement/Prospectus; Registration Statement 66 Section 5.5 Access to Information; Confidentiality 67 Section 5.6 Reasonable Best Efforts 68 Section 5.7 Takeover Laws 70 TABLE OF CONTENTS (continued) Page Section 5.8 Notification of Certain Matters 70 Section 5.9 Indemnification, Exculpation and Insurance 71 Section 5.10 Public Announcements 73 Section 5.11 Plan of Reorganization 73 Section 5.12 Control of Other Party’s Business 74 Section 5.13 Financial Statements 75 Section 5.14 Towers Xxxxxx RSUs and Restricted Class A Holding Company Stock 76 Section 5.15 Vesting, Forfeiture and Reallocation of Restricted Class A Holding Company Stock 77 Section 5.16 Listing Application 79 Section 5.17 Employee Benefits 79 Section 5.18 Conduct of Business by Holding Company, Merger Subsidiaries 80 Section 5.19 Annual Bonus Payments 80 Section 5.20 Towers Xxxxxx Initial Public Offering 82
Representations and Warranties of Xxxxxx Xxxxx. .. 5 Section 3.1. Organization and Business; Power and Authority; Effect of Transaction......................................... 5 Section 3.2. SEC Filings; Financial Statements............................. 8 Section 3.3. Changes in Condition.......................................... 8 Section 3.4. Liabilities................................................... 9 Section 3.5. Title to Properties; Leases................................... 9 Section 3.6. Compliance with Governmental Authorizations and Applicable Law................................................ 9 Section 3.7. Year 2000..................................................... 10 Section 3.8. Related Transactions.......................................... 10 Section 3.9.
Representations and Warranties of Xxxxxx Xxxxx. Xxxxxx Xxxxx hereby represents and warrants to Iron Mountain as follows:
Representations and Warranties of Xxxxxx Xxxxx. Xxxxxx Xxxxx hereby represents and warrants to the Licensee Entities, as of the date hereof, that (other than with respect to the Xxx Xxxxx Xxxxx as to which no representation or warranty is being made whatsoever):
