Warranties and Representations of Xxxxx. Xxxxx agrees to indemnify and hold Consolidated, its agents and assigns, harmless from any and all claims, causes of action or liabilities of any nature whatsoever arising out of this Agreement or the actions taken by Consolidated pursuant to the terms of this Agreement, specifically including, but not limited too, any claims by other Availent shareholders, regulatory authorities, financiers or any other person or institution whose claim or claims are based upon the terms and conditions of this Agreement.
Warranties and Representations of Xxxxx. Xxxxx warrants and represents to the Company that Xxxxx (i) owns or has rights in the Debt free and clear of any claim whatsoever by any parties; (ii) has not pledged or encumbered the Debt in any manner; (iii) has granted no right, warrant, purchase option, or any other right which directly or indirectly affects the Debt; (iv) is aware that the Common Stock of the Company to be received upon conversion as provided in section 2 hereof will be restricted stock and will not be freely transferable by Xxxxx and can only be transferred or sold at some later date pursuant to federal and state exemptions; (v) knows that no public market exists for the Shares and that Xxxxx may not have the ability to liquidate the investment readily; (vi) is acquiring the Shares solely for the his own account for investment purposes only and not with a view towards their distribution within the meaning of the Securities Act of 1933 (the “Act”); (vii) has no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any part of the Shares or which guarantees Xxxxx any profit of or indemnifies Xxxxx for any loss with respect to the Shares; (viii) has no plans to enter into any agreement or arrangement of that nature; (ix) understands that he must bear the economic risk of the investment for an indefinite period of time because he cannot sell or otherwise transfer the Shares in the absence of the registration provisions of all applicable securities acts; and (x) understands that the Company has no obligation to register the shares under any securities act.
Warranties and Representations of Xxxxx. Xxxxx warrants and represents to the Company that Xxxxx owns the Shares free and clear of any claim whatsoever by any parties; Xxxxx has not pledged or encumbered the Shares in any manner; the Shares are nonassessable; Xxxxx has granted no right, warrant, purchase option, or any other right which directly or indirectly affects the Shares; and the Shares are freely assignable by Xxxxx to the Company in accordance with this Agreement.
Warranties and Representations of Xxxxx. Fargo Bank Northwest, National Association and the Lessor Trustee. The Lessor Trustee warrants and represents to the Lessee and the Trust Certificate Purchasers in its individual capacity, notwithstanding the provisions of Section 10.8 hereof or any similar provision of any other Operative Agreement, that:
Warranties and Representations of Xxxxx. Xxxxx represents and warrants to inTEST and Newsub as follows:
