REPRESENTATIONS AND WARRANTIES OF OMEGA. We represent and warrant to you that:
REPRESENTATIONS AND WARRANTIES OF OMEGA. OMEGA represents and warrants to the MAJORITY SHAREHOLDER as follows:
REPRESENTATIONS AND WARRANTIES OF OMEGA. Omega hereby represents and warrants to Advocat as follows:
REPRESENTATIONS AND WARRANTIES OF OMEGA. Except as otherwise disclosed in one or more schedules numbered to correspond to the following Sections of this Article 4, and delivered concurrently with this Agreement, both as of the date hereof and as of the Effective Time, Omega represents and warrants to Sun as follows:
REPRESENTATIONS AND WARRANTIES OF OMEGA. Omega represents and warrants to Company that (a) Omega is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by Omega and the consummation by Omega of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Omega and no other corporate proceedings on the part of Omega are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Omega and constitutes a valid and binding obligation of Omega, enforceable against Omega in accordance with its terms, except as such enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity, (d) assuming that the consents, approvals, authorizations, permits, filings and notifications referred to in subsection (e) are obtained or made, as applicable, the execution and delivery of this Agreement by Omega does not, and the performance of this Agreement by Omega will not, result in any Violation pursuant to, (A) any provision of the articles of incorporation or by-laws, each as amended, of Omega, (B) any provisions of any material mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Omega or its properties or assets, except in the case of each of clauses (B) and (C) immediately, above, for Violations which would not, individually or in the aggregate, have a Material Adverse Effect on Omega, (e) except as described in Section 2.3 of the Merger Agreement and Section 2 of this Agreement, and except as may be required under the Exchange Act, the execution and delivery of this Agreement by Omega does not, and the performance of this Agreement by Omega will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity and (f) any Company Shares acquired upon exercise of the Company Option will not be, and the Company Option is not being, acquired by Omega with a view to the public distribution thereof and Omega will not sell or otherwise dispose of such shares in violation of applicab...
REPRESENTATIONS AND WARRANTIES OF OMEGA. 10 2.1 Organization, Standing and Power......................................................11 2.2
REPRESENTATIONS AND WARRANTIES OF OMEGA. Except as disclosed in the document of even date herewith delivered by Omega to Online prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the "Omega Disclosure Schedule"), any exception so disclosed in the Omega Disclosure Schedule to specifically identify the Section or subsection of this Agreement to which such exception relates, Omega represents and warrants to Online as follows:
REPRESENTATIONS AND WARRANTIES OF OMEGA. Omega hereby represents and warrants to Four Seasons as follows:
REPRESENTATIONS AND WARRANTIES OF OMEGA. Omega represents, warrants and acknowledges that Omega: (a) has had an opportunity to ask questions of and receive answers from a Company representative concerning the terms and conditions of this investment; (b) is acquiring the Units for Omega’s own account for the purpose of investment, and not with a view to any resale or other distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”); (c) is a sophisticated investor with such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Units; (d) is able to and must bear the economic risk of the investment in the Units for an indefinite period of time because the Units have not been registered under the Securities Act, and therefore, cannot be offered or sold unless the Units are subsequently registered under the Securities Act or an exemption from such registration is available; and (e) that Omega is an “accredited investor” as that term is defined in Regulation D under the Securities Act. Omega acknowledges and understands that the Common Units have not been registered under the Securities Act, nor registered pursuant to the provisions of the securities laws or other laws of any other applicable jurisdictions, in reliance on exemptions for private offerings contained in Section 4(2) of the Securities Act and in the laws of such jurisdictions. Xxxxx further understands that the Company has no intention and is under no obligation to register the Units under the Securities Act or to comply with the requirements for any exemption that might otherwise be available, or to supply Omega with any information necessary to enable Omega to make routine sales of the Units under Rule 144 or any other rule of the Securities and Exchange Commission.
REPRESENTATIONS AND WARRANTIES OF OMEGA. Omega represents and warrants to SkyPostal that:
