Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and, assuming the valid execution and delivery hereof by each of the other parties, is enforceable against such Xxxxxxx Party in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (c) the execution, delivery and performance of this Agreement by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound.
Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b ) this Agreement has been duly and validly authorized, executed and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and is enforceable against such Xxxxxxx Party in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution, delivery and performance of this Agreement by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound; and (d) as of the date of this Agreement, the Xxxxxxx Parties and their Affiliates have aggregate economic exposure to 9,988,412 shares of Company Common Stock.
Representations and Warranties of the Xxxxxxx Parties. The Xxxxxxx Parties, jointly and severally, hereby represent and warrant to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and each Additional Closing Date, as the case may be, that:
Representations and Warranties of the Xxxxxxx Parties. Each of the Xxxxxxx Parties hereby represents and warrants to BRPI as follows:
Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and is enforceable against such Xxxxxxx Party in accordance with its terms; (c) the execution, delivery and performance of this Agreement by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound; (d) as of the date of this Agreement, the Xxxxxxx Parties and their Affiliates collectively beneficially own 28,916,201 shares of Company Common Stock; and (e) as of the date of this Agreement, none of the Xxxxxxx Parties or their Affiliates own any debt securities of the Company. Upon the request of the Company, the Xxxxxxx Parties will apprise the Company of its then-current beneficial ownership with respect to the shares of Company Common Stock so that the Company may assess whether the ownership thresholds set forth in Section 1(f) have been crossed.
Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party hereby represents and warrants as of the date hereof and as of the Closing Date to each other party hereto as follows:
Representations and Warranties of the Xxxxxxx Parties. Each of the Xxxxxxx Parties hereby jointly and severally represents and warrants to Purchaser as follows: 4.1
Representations and Warranties of the Xxxxxxx Parties. Each of the Xxxxxxx Parties, jointly and severally, represents and warrants to each of the Phymatrix Parties as follows:
