Representations, Warranties and Agreements of the Parties. Each party represents, warrants and agrees that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") and has all requisite power and authority to enter into and perform its obligations under this Agreement.
Representations, Warranties and Agreements of the Parties. Each of the Parties hereby represents and warrants to the other Party as follows:
Representations, Warranties and Agreements of the Parties. 7.1. The Executive represents and warrants to the Company that (a) delivery and performance of this Agreement by him does not violate any applicable law, regulation, order, judgment or decree or any agreement to which the Executive is a party or by which he is bound; (b) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation of the Executive, enforceable against him in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally; (c) he has not taken and does not have in his possession or control any confidential information or property relating to any former employer; and (d) he will not use confidential information or property of any other employer while employed by the Company.
Representations, Warranties and Agreements of the Parties. The Parties acknowledge and agree that, except as set forth in this Section 9, the representations and warranties provided by Seller, as “Investor,” and Ben NV, as the “Company,” in the Exchange Agreement are in addition to the representations and warranties of contained in Sections 5 and 6 of this Agreement. To the extent there is a conflict between the representations and warranties contained in the Exchange Agreement and this Agreement, such agreements shall be read in concert and construed in such a way as to give maximum effect to all such representations and warranties.
Representations, Warranties and Agreements of the Parties
