SCRED definition
Examples of SCRED in a sentence
SCRED is a limited liability company, validly existing, and in good standing under the Laws of Colorado and has the limited liability company power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.
SMC has the power and authority to transfer the SMC Sale Shares to SCRED as contemplated pursuant to the terms of this Agreement and upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering SCRED or its designee as the new owner of the SMC Sale Shares in the records maintained by the Company, SCRED will receive good title to the SMC Sale Shares, free and clear of all Liens.
Each Seller hereby represents and warrants to SCRED, severally and not jointly and severally, and solely with respect to the shares of CRDX Common Stock being sold by such Seller, as follows, and provided that the representations and warranties as set forth in Section 4.01(a) are given solely by SMC and the representations and warranties as set forth in Section 4.01(b) are given solely by EWP.
This Agreement constitutes a valid and binding obligation of SCRED enforceable in accordance with its terms, except that such enforcement may be limited by the Enforceability Exceptions, and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.
Such Seller acknowledges and agrees that SCRED has not made, nor is SCRED making, any representations or warranties with respect to Transactions other than those specifically set forth herein.
Other than as specifically set forth herein, whether or not the Transactions are consummated, each of SCRED, on the one hand, and CRDX Parties, on the other hand, will bear their own respective expenses, including without limitation the fees and expenses of its legal, accounting and financial advisors, incurred in connection with the Transactions.
SCRED shall have completed its due diligence review and examination of the Company and the shares of CRDX Common Stock to its satisfaction in its sole discretion.
Each of SCRED and the CRDX Parties (jointly) shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, and the three arbitrators shall resolve the Dispute.
EWP has the power and authority to transfer the EWP Sale Shares to SCRED as contemplated pursuant to the terms of this Agreement and upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering SCRED or its designee as the new owner of the EWP Sale Shares in the records maintained by the Company, SCRED will receive good title to the EWP Sale Shares, free and clear of all Liens.
The Company acknowledges and agrees that SCRED has not made, nor is SCRED making, any representations or warranties with respect to Transactions other than those specifically set forth herein.