Shareholder's Representations. In addition to the foregoing representations of each of the Shareholders, each of the Shareholders individually represents and warrants to Parent as follows:
Shareholder's Representations. The Shareholder represents and warrants to the Parent that (i) his execution, delivery and performance of this Agreement does not and shall not conflict with, or result in the breach of or violation of, any other agreement, instrument, order, judgment or decree to which he is a party or by which he is bound; (ii) he is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity; and (iii) upon the execution and delivery of this Agreement by the Parent, this Agreement shall be the valid and binding obligation of his, enforceable in accordance with its terms.
Shareholder's Representations. 11 2.29. Accuracy of Information............................................13
Shareholder's Representations. Shareholder hereby represents and ----------------------------- warrants to Merger Sub that (i) the execution, delivery and performance of this Agreement by Shareholder do not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Shareholder is a party or by which he is bound, (ii) Shareholder is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by Merger Sub and the expiration of the Offer, this Agreement shall be the valid and binding obligation of Shareholder, enforceable in accordance with its terms. Shareholder hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.
Shareholder's Representations. (a) Each of the Shareholders has full legal right, power and authority to sell, transfer, assign and deliver his or her Shares to Purchaser at Closing and delivery of the Shares at Closing will transfer to Purchaser valid legal and beneficial ownership thereof free and clear of all claims, security interests, liens, charges and encumbrances of any kind or nature whatsoever (collectively, "Encumbrances").
Shareholder's Representations. Shareholder represents, warrants and covenants that:
Shareholder's Representations. Each Shareholder hereby represents that, with respect to its Interest in the Company: (i) it has not acquired such Interest for purposes of earning any return on such Interest, nor with a view to resell or distribute the same or any part thereof, it understands that it will receive no value for its Interest in the event of resignation and/or Dissociation and (iii) no other Person/entity has any Interest in such Interest or in the rights of such Shareholder under this Agreement. Each Shareholder acknowledges that it has actual notice of (a) the provisions hereof (including the restrictions on Transfer set forth herein), and (b) all of the provisions of the Certificate of Formation.
Shareholder's Representations. Each Shareholder hereby severally and not jointly represents and warrants to the Holding Company and its shareholders in respect of such Shareholder as follows:
Shareholder's Representations. Shareholder represents, warrants and covenants to Acquiror that:
Shareholder's Representations. Each of the Target and the Shareholders listed on Exhibit C1 hereby represents and warrants to the Company the representations and warranties set forth in Exhibit C2. Each of the Shareholders listed on Exhibit D1 hereby represents and warrants to the Company the representations and warranties set forth in Exhibit D2.
