Representations by Xxxxx. Xxxxx hereby represents to the Company that he is physically and mentally capable of performing his duties hereunder and he has no knowledge of present or past physical or mental conditions that would cause him not to be able to perform his duties hereunder. Xxxxx further represents to the Company that he has never been convicted of any criminal offense or found (either through adjudication or settlement) civilly liable for any violation of any federal or state health care fraud or abuse law. Xxxxx further represents to the Company that he has not been sanctioned, excluded, debarred, suspended, or otherwise prohibited from participation in a federal health care program pursuant to the provisions of 42 U.S.C. § 1320a et seq., or from the practice of law in any jurisdiction, and that, to his knowledge, there is no reason to believe that he will not be admitted to practice law in the State of Louisiana as an in-house counsel.
Representations by Xxxxx. Xxxxx represents and warrants to Buyer and the other Buying Companies as follows:
Representations by Xxxxx. Xxxxx hereby represents and warrants as follows:
Representations by Xxxxx. (i) Xxxxx has the requisite power and authority to enter into and perform this Agreement and to enter into and carry out any other agreements or transactions contemplated by this Agreement. Xxxxx has obtained any third party consents or other approvals required to consummate the transactions contemplated by this Agreement.
Representations by Xxxxx. (a) NYDIG (i) is duly incorporated, organized or formed (as applicable), validly existing, and (if applicable) in good standing under the Applicable Law of the jurisdiction of its incorporation, organization or formation, (ii) is duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of incorporation, organization or formation, (iii) has, and shall maintain, the financial ability to perform its financial obligations under this Agreement, and (iv) has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all necessary actions, including corporate approvals, consents and permissions, for the due authorization, execution, delivery, and performance of this Agreement by Holdings have been duly taken and/or received, as applicable. (b) NYDIG has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of NYDIG enforceable against NYDIG in accordance with its terms (except as may be limited by bankruptcy, insolvency or similar Applicable Laws of general application and by the effect of general principles of equity, regardless of whether considered under Applicable Law or in equity). (c) NYDIG’s authorization, execution, delivery, and performance of this Agreement does not and will not (i) conflict with, or result in a breach, default or violation of, (A) its organizational documents, (B) any contract or agreement to which that NYDIG is a party or is otherwise subject, or (C) any Applicable Laws or Orders to which NYDIG is subject, or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied. Article 6
Representations by Xxxxx. (a) Xxxxx represents and warrants to the TRX Parties that he has read this Agreement and fully understands the effect hereof, that he executes this Agreement of his own free will and accord for the consideration set forth herein, and that he is not relying on any representations whatsoever of TRX, other than those set forth herein, as an inducement to enter into this Agreement.
Representations by Xxxxx. Xxxxx represents to the Company that Xxxxx is under no contractual, legal or fiduciary obligation or burden that reasonably may be expected to interfere with Xxxxx’x ability to perform the Consulting Services in accordance with the Agreement’s terms, including without limitation any agreement or obligation to or with any other company, and that Xxxxx is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Xxxxx’x engagement by the Company or to refrain from competing, directly or indirectly, with the business of any other party. Xxxxx agrees that Xxxxx will not use, distribute or provide to anyone at the Company any confidential or proprietary information belonging to any other company or entity, at any time during Xxxxx’x performance under this Agreement. Xxxxx further represents that Xxxxx’x performance of the Consulting Services will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Xxxxx in confidence or in trust prior this Agreement, and Xxxxx will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any other party.
Representations by Xxxxx. 5.4.1 The board of directors of XXXXX has received the Fairness Opinion and, after receiving advice of outside legal and financial advisors, has unanimously determined that the sale of the CONCESSIONS pursuant to this Agreement is in the best interests of XXXXX, and determined to unanimously recommend that the shareholders of XXXXX vote in favor of the sale of the CONCESSIONS.
