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Representation and Warranty Clause Example with 11 Variations from Business Contracts
This page contains Representation and Warranty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Representation and Warranty. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company as follows: (a) The execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii)... result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of Shareholder), or (iv) conflict with or result in a breach of or constitute a default under any provision of Shareholder's organizational documents. (b) Shareholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) and has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shareholder (if any). (c) Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and Parent, constitutes a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles). (d) As of the date of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder's Shares, the validity of this Agreement or the performance by the Shareholder of its obligations under this Agreement. (e) Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. (f) Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder.
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Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company SPAC as follows: (a) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applic...able to such Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of Shareholder), or (iv) if the Shareholder is not a natural person, conflict with or result in a breach of or constitute a default under any provision of such Shareholder's organizational documents. Organizational Documents. (b) Shareholder is the only The Shareholders collectively own of record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has have good, valid and marketable title to all of the outstanding Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) laws or the Organizational Documents of issuer of such Shares) and has have the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and Shares. 2 (c) Such Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shareholder (if any). (c) Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by such Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by (d) Such Shareholder understands that the Company and Parent, constitutes shares of Parentco Common Stock to be issued to them under the BCA will be issued in a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles). (d) As transaction not involving any public offering within the meaning of the date Securities Act and that the offer and sale of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge such Parentco Common Stock will not have been, as of the Shareholder, threatened against Closing, registered under the Securities Act. Such Shareholder understands that questions his or its shares of Parentco Common Stock may not be resold, transferred, pledged or otherwise disposed of by him or it absent an effective registration statement under the beneficial Securities Act, except (i) to Parentco or record ownership a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Shareholder's Shares, Securities Act, and that any book-entry position or certificates representing such shares of Parentco Common Stock shall contain a legend to such effect. Such Shareholder is "accredited investor" within the validity meaning of this Agreement or Rule 501 of Regulation D promulgated under the performance by the Shareholder of its obligations under this Agreement. (e) Shareholder understands Securities Act, and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. (f) Shareholder has not entered into, and shall not enter into, able to bear any agreement that would prevent it from performing any of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection economic risks associated with the transactions contemplated hereby based upon arrangements made by or, the Transaction Documents. Such Shareholder is acquiring the shares of Parentco Common Stock as provided in the Transaction Documents solely for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable state and federal securities Laws. Such Shareholder has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the knowledge merits and risks of his or its investment in Parentco Common Stock and is capable of bearing the Shareholder, on behalf economic risks of the Shareholder. such investment, including a complete loss of his or its investment in Parentco Common Stock.
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Representation and Warranty. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company HYAC as follows: (a) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applic...able to such Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of Shareholder), or (iv) if the Shareholder is not a natural person, conflict with or result in a breach of or constitute a default under any provision of such Shareholder's organizational documents. Organizational Documents. 2 (b) Such Shareholder is the only owns of record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares set forth opposite the Shareholder's name on Exhibit A free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) laws or the Organizational Documents of the Company or such Shareholder) and has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and such Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shares that are not reflected on Exhibit A. (c) Such Shareholder (if any). (c) Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by such Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by (d) Such Shareholder understands that the Company and Parent, constitutes shares of Parentco Common Stock to be issued to them under the BCA will be issued in a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles). (d) As transaction not involving any public offering within the meaning of the date Securities Act and that the offer and sale of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge such Parentco Common Stock will not have been, as of the Shareholder, threatened against Closing, registered under the Securities Act. Such Shareholder understands that questions his or its shares of Parentco Common Stock may not be resold, transferred, pledged or otherwise disposed of by him or it absent an effective registration statement under the beneficial Securities Act, except (i) to Parentco or record ownership a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Shareholder's Shares, Securities Act, and that any book-entry position or certificates representing such shares of Parentco Common Stock shall contain a legend to such effect. Such Shareholder is "accredited investor" within the validity meaning of this Agreement or Rule 501 of Regulation D promulgated under the performance by the Shareholder of its obligations under this Agreement. (e) Shareholder understands Securities Act, and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. (f) Shareholder has not entered into, and shall not enter into, able to bear any agreement that would prevent it from performing any of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection economic risks associated with the transactions contemplated hereby based upon arrangements made by or, the Transaction Documents. Such Shareholder is acquiring the shares of Parentco Common Stock as provided in the Transaction Documents solely for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable state and federal securities Laws. Such Shareholder has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the knowledge merits and risks of his or its investment in Parentco Common Stock and is capable of bearing the Shareholder, on behalf economic risks of the Shareholder. such investment, including a complete loss of his or its investment in Parentco Common Stock.
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Representation and Warranty. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company Concord as follows: (a) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order app...licable to such Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien encumbrance on any Shares (other than pursuant to under this Agreement Agreement, the BCA and the agreements contemplated by the BCA) or transfer restrictions under applicable securities laws or the organization documents of Shareholder), or (iv) (iii) conflict with or result in a breach of or constitute a default under any provision of such Shareholder's organizational documents. (b) governing documents or any agreement (including any voting agreement or letter agreement with the Company) to which such Shareholder is a party. (b) As of the only date of this Agreement, such Shareholder owns exclusively of record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of has good and has good, valid and marketable title to to, and/or owns beneficially, the Shares set forth opposite such Shareholder's name on Exhibit A free and clear of any Lien (other security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than (i) pursuant to (i) this Agreement or Agreement, (ii) transfer restrictions under applicable securities Laws) laws, (iii) the Company Organizational Documents and (iv) the Company Shareholder Agreements, and as of the date of this Agreement, such Shareholder has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and such Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shares. (c) Such Shareholder (if any). (c) Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by such Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by 3 (d) There are no outstanding loans or advances from such Shareholder or their respective affiliates to the Company and Parent, constitutes a legal, valid and binding obligation of Shareholder in accordance with or its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to subsidiaries or affecting creditor's rights and to general equitable principles). (d) As of the date of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder's Shares, the validity of this Agreement or the performance by the Shareholder of its obligations under this Agreement. (e) Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. (f) Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder. vice versa.
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Representation and Warranty. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company Concord as follows: (a) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order app...licable to such Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien encumbrance on any Shares (other than pursuant to under this Agreement Agreement, the BCA and the agreements contemplated by the BCA) or transfer restrictions under applicable securities laws or the organization documents of Shareholder), or (iv) (iii) conflict with or result in a breach of or constitute a default under any provision of such Shareholder's organizational documents. (b) governing documents or any agreement (including any voting agreement or letter agreement with the Company) to which such Shareholder is a party. (b) As of the only date of this Agreement, such Shareholder owns exclusively of record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of has good and has good, valid and marketable title to to, and/or owns beneficially, the Shares set forth opposite such Shareholder's name on Exhibit A free and clear of any Lien (other security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than (i) pursuant to (i) this Agreement or Agreement, (ii) transfer restrictions under applicable securities Laws) laws, (iii) the Company Organizational Documents and (iv) the Company Shareholder Agreements, and as of the date of this Agreement, such Shareholder has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and such Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shares. (c) Such Shareholder (if any). (c) Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by such Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by (d) There are no outstanding loans or advances from such Shareholder or their respective affiliates to the Company or its subsidiaries or vice versa. 3 6. Termination. This Agreement and Parent, constitutes a legal, valid and binding obligation the obligations of Shareholder the Shareholders under this Agreement shall automatically terminate upon the earliest of (a) the Merger Effective Time; (b) the termination of the BCA in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws terms, (c) the effective date of general applicability relating to or affecting creditor's rights and to general equitable principles). (d) As a written agreement of the date parties hereto terminating this Agreement, (d) any change to the form of consideration (other than to add additional consideration) or decrease in the amount of consideration payable in the Transactions and (e) any change to the terms of the BCA or other Transaction Documents that adversely effects, in any respect, or is reasonably likely to adversely effect, in any respect, any Shareholder party to this Agreement relative to other holders of Equity Interests of the Company. Upon termination of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge neither party shall have any further obligations or liabilities under this Agreement; provided that nothing in this Section 6 shall relieve any party of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder's Shares, the validity liability for any willful material breach of this Agreement occurring prior to termination. The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Closing or the performance by the Shareholder of its obligations under this Agreement. (e) Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery termination of this Agreement. (f) Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder.
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Representation and Warranty. Each Shareholder, severally 8.1 Shareholder Representations and not jointly, Warranties. The Shareholder hereby represents and warrants for and on behalf of itself to the Company German American as follows: (a) Ownership. On the date hereof, the Owned Shares set forth on Exhibit A hereto are owned of record or beneficially by the Shareholder in the manner reflected thereon, include all of the shares of Common Stock and Non-Voting Common Stock owned of record or beneficially by the Shareholder an...d are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) as set forth on Exhibit A hereto, which encumbrances or other items do not affect in any respect the ability of the Shareholder to perform Shareholder's obligations hereunder. The execution, Shareholder is not the legal or beneficial owner of any options, warrants, convertible securities (other than the Non-Voting Common Stock set forth on Exhibit A) or other 4 rights, agreements, arrangements or commitments of any character that permit the Shareholder to acquire any capital stock of the Company. As of the date hereof, the Shareholder has, and at any shareholder meeting (or on the date of any action or approval by written consent of the shareholders) of the Company held in connection with the Merger Agreement and the transactions contemplated thereby, the Shareholder will have (except as otherwise permitted by this Agreement), sole voting power and sole dispositive power with respect to all of the Owned Shares, except as otherwise reflected on Exhibit A. (b) Authorization; Binding Agreement. The Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Owned Shares with no restrictions on its voting rights or rights of disposition pertaining thereto, except as specified on Exhibit A. The Shareholder has duly executed and delivered this Agreement and, assuming its due authorization, execution and delivery by German American, this Agreement is a legal, valid and performance by binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms. (c) No Consent or Violation. The execution and delivery of this Agreement by the Shareholder does not, and the consummation by Shareholder of the transactions contemplated hereby do not and the compliance with the provisions hereof will not (i) require the Shareholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on the Shareholder or its properties and assets, (iii) conflict with or violate any Law organizational document or law, rule, regulation, order, judgment or decree applicable to Shareholder, (ii) require any consent, approval the Shareholder or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement which any of its or transfer restrictions under applicable securities laws its affiliates' respective properties or the organization documents of Shareholder), assets are bound, or (iv) conflict with violate any other agreement to which the Shareholder or result in any of its affiliates is a breach of or constitute a default under any provision of Shareholder's organizational documents. (b) Shareholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) and has the sole power (as currently in effect) to vote the Shares and has not entered into party including, without limitation, any voting agreement agreement, shareholders agreement, irrevocable proxy or voting trust trust. The Owned Shares are not, with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant voting or transfer thereof, subject to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shareholder (if any). (c) Shareholder is a natural person agreement, including any voting agreement, shareholders agreement, irrevocable proxy or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and Parent, constitutes a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles). voting trust. (d) As of the date of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder's Shares, the validity of this Agreement or the performance by the Shareholder of its obligations under this Agreement. (e) Reliance. The Shareholder understands and acknowledges that each of German American and the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution, delivery and performance of this Agreement. 8.2 German American Representations and Warranties. German American hereby represents and warrants to the Shareholder as follows: (a) Authorization. German American has full legal right and capacity to execute and deliver this Agreement, to perform German American's obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by German American and the execution, delivery and performance of this Agreement by German American and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of German American and no other actions or proceedings on the part of German American are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. 5 (b) Binding Effect. Assuming due execution and delivery of this Agreement. (f) Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made Agreement by or, to the knowledge of the Shareholder, on behalf this Agreement constitutes the valid and binding agreement of the Shareholder. German American, enforceable against German American in accordance with its terms.
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Representation and Warranty. Each Shareholder, severally 7.1 Shareholder Representations and not jointly, Warranties. The Shareholder hereby represents and warrants for and on behalf of itself to the Company German American as follows: (a) Ownership. On the date hereof, the Owned Shares set forth on Exhibit A hereto are owned of record or beneficially by the Shareholder in the manner reflected thereon, include all of the shares of Common Stock owned of record or beneficially by the Shareholder and are free and clear of any ...proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) as set forth on Exhibit A hereto, which encumbrances or other items do not affect in any respect the ability of the Shareholder to perform Shareholder's obligations hereunder. The execution, Shareholder is not the legal or beneficial owner of any options, warrants, convertible securities or other rights, 4 agreements, arrangements or commitments of any character that permit the Shareholder to acquire any capital stock of the Company. As of the date hereof, the Shareholder has, and at any shareholder meeting (or on the date of any action or approval by written consent of the shareholders) of the Company held in connection with the Merger Agreement and the transactions contemplated thereby, the Shareholder will have (except as otherwise permitted by this Agreement), sole voting power and sole dispositive power with respect to all of the Owned Shares, except as otherwise reflected on Exhibit A. (b) Authorization; Binding Agreement. The Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to all of the Owned Shares with no restrictions on its voting rights or rights of disposition pertaining thereto, except as specified on Exhibit A. The Shareholder has duly executed and delivered this Agreement and, assuming its due authorization, execution and delivery by German American, this Agreement is a legal, valid and performance by binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms. (c) No Consent or Violation. The execution and delivery of this Agreement by the Shareholder does not, and the consummation by Shareholder of the transactions contemplated hereby do not and the compliance with the provisions hereof will not (i) require the Shareholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on the Shareholder or its properties and assets, (iii) conflict with or violate any Law organizational document or law, rule, regulation, order, judgment or decree applicable to Shareholder, (ii) require any consent, approval the Shareholder or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement which any of its or transfer restrictions under applicable securities laws its affiliates' respective properties or the organization documents of Shareholder), assets are bound, or (iv) conflict with violate any other agreement to which the Shareholder or result in any of its affiliates is a breach of or constitute a default under any provision of Shareholder's organizational documents. (b) Shareholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) and has the sole power (as currently in effect) to vote the Shares and has not entered into party including, without limitation, any voting agreement agreement, shareholders agreement, irrevocable proxy or voting trust trust. The Owned Shares are not, with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant voting or transfer thereof, subject to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shareholder (if any). (c) Shareholder is a natural person agreement, including any voting agreement, shareholders agreement, irrevocable proxy or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and Parent, constitutes a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles). voting trust. (d) As of the date of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder's Shares, the validity of this Agreement or the performance by the Shareholder of its obligations under this Agreement. (e) Reliance. The Shareholder understands and acknowledges that each of German American and the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution, delivery and performance of this Agreement. 7.2 German American Representations and Warranties. German American hereby represents and warrants to the Shareholder as follows: (a) Authorization. German American has full legal right and capacity to execute and deliver this Agreement, to perform German American's obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by German American and the execution, delivery and performance of this Agreement by German American and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of German American and no other actions or proceedings on the part of German American are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. 5 (b) Binding Effect. Assuming due execution and delivery of this Agreement. (f) Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made Agreement by or, to the knowledge of the Shareholder, on behalf this Agreement constitutes the valid and binding agreement of the Shareholder. German American, enforceable against German American in accordance with its terms.
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Representation and Warranty. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company Tuscan as follows: (a) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order appl...icable to such Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of Shareholder), or (iv) if the Shareholder is not a natural person, conflict with or result in a breach of or constitute a default under any provision of such Shareholder's organizational documents. Organizational Documents. (b) Such Shareholder is the only owns of record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares set forth opposite the Shareholder's name on Exhibit A free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) laws or the Organizational Documents of the Company or such Shareholder) and has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and such Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shares that are not reflected on Exhibit A. (c) Such Shareholder (if any). (c) Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent Agreement. If such Shareholder is an entity, it from satisfying, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its obligations pursuant to this Agreement and that this organization. This Agreement has been duly authorized, executed and delivered by Shareholder. This Agreement, such Shareholder and, assuming due authorization, execution and delivery hereof by the Company and Parent, other parties hereto, as applicable, each constitutes a legal, valid and binding obligation obligations of such Shareholder, enforceable against such Shareholder in accordance with its terms (except as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights generally and to general equitable principles). (d) As principles of equity. 3 5. Terminated Agreements. Each Shareholder hereby terminates (for itself and on behalf of each of its Affiliates) all of the date of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial agreements, if any, between itself or record ownership of the Shareholder's Shares, the validity of this Agreement or the performance by the Shareholder of its obligations under this Agreement. (e) Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. (f) Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or Affiliates and the Company is or will any Company Subsidiary that are set forth on Exhibit B (the "Terminated Agreements"), effective as of, or immediately prior to, the Closing and shall execute the termination acknowledgement attached to this Agreement. Upon such termination, the Terminated Agreements shall be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of no further force and effect, and none of the Shareholder, on behalf of parties thereto shall have any further rights or obligations thereunder. Each Shareholder shall take, or cause to be taken, such other actions as may be necessary to effect the Shareholder. foregoing.
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Tuscan Holdings Corp. II contract
Representation and Warranty. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company as follows: (a) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any United States or non-United States Law applicable to such Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registrati...on with, or notice to, any person or entity, (iii) result in the creation of any Lien lien or encumbrance on any Shares (other than pursuant to under this Agreement, the Merger Agreement or transfer restrictions under applicable securities laws or and the organization documents of Shareholder), agreements contemplated by the Merger Agreement, including the other Ancillary Agreements), or (iv) conflict with or result in a breach of or constitute a default under any provision of such Shareholder's organizational documents. governing documents, if applicable. (b) Shareholder is As of the only record date of this Agreement, the Shareholders own exclusively and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has have good, valid and marketable title to the Shares set forth opposite the Shareholder's name on Exhibit A free and clear of any Lien (other Lien, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than (i) pursuant to (i) this Agreement or Agreement, (ii) transfer restrictions under applicable securities Laws) Laws, and has as of the date of this Agreement, the Shareholders have the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and Shareholder does the Shareholders do not own, directly or indirectly, any other Shares, other than Parent warrants held by Shareholder (if any). Shares. (c) Such Shareholder is a natural person sophisticated investor and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Merger Agreement and has independently and without reliance upon the Company or a legal entity duly organized, validly existing and, any affiliate thereof, and based on such information as such Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Shareholder acknowledges that Company has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Shareholder acknowledges that the agreements contained herein with respect to the extent Shares held by such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, Shareholder are irrevocable. (d) Such Shareholder has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by such Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and Parent, constitutes a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles). (d) As of the date of this Agreement, there (e) There is no suit, action, investigation or proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge of the such Shareholder, threatened against or affecting Shareholder or any of his, her or its Affiliates before or by any Governmental Entity that could reasonably be expected to materially impair the ability of such Shareholder that questions the beneficial to perform his, her or record ownership of the Shareholder's Shares, the validity of this Agreement or the performance by the Shareholder of its obligations under this Agreement. (e) Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. (f) Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support Agreement. (g) No investment banker, broker, finder hereunder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection with consummate the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder. a timely basis.
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Representation and Warranty. Each Shareholder, severally and not jointly, Shareholder represents and warrants for and on behalf of itself to the Company SPAC as follows: (a) The Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and the execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby do not are within Shareholder's powers and will not (i) conflict with or... violate any Law applicable to Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in have been duly authorized by all necessary actions on the creation part of any Lien on any Shares (other than pursuant to Shareholder. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the other Party, this Agreement or transfer restrictions under applicable securities constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar laws or affecting creditors' rights and general principles of equity affecting the organization documents availability of Shareholder), or (iv) conflict with or result in a breach of or constitute a default under any provision of Shareholder's organizational documents. specific performance and other equitable remedies). (b) Shareholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of of, and has good, valid good title to, all of the Securities, and marketable title there exist no liens or any other limitation or restriction (including any restriction on the right to the Shares free and clear vote, sell or otherwise dispose of any Lien such securities (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) the Securities Act of 1933, as amended)) affecting any such Securities. (c) The execution and has delivery of this Agreement by Shareholder does not, and the sole power (as currently performance by Shareholder of its obligations hereunder will not, (i) conflict with or result in effect) to vote a violation of the Shares and organizational documents of Shareholder, or (ii) require any consent or approval that has not entered into been given or other action that has not been taken by any voting agreement third party (including under any contract binding upon Shareholder or voting trust with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shareholder (if any). (c) Shareholder is a natural person or a legal entity duly organized, validly existing and, Securities), in each case, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement consent, approval or undertaking that other action would interfere with, prevent, enjoin or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and Parent, constitutes a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles). (d) As of the date of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder's Shares, the validity of this Agreement or materially delay the performance by the Shareholder of its obligations under this Agreement. (e) (d) There are no actions pending against Shareholder understands and acknowledges that or, to Shareholder's knowledge, threatened against Shareholder, before (or, in the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery case of this Agreement. (f) Shareholder has not entered into, and shall not enter into, any agreement threatened actions, that would prevent it from performing be before) any arbitrator or any governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder.
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Representation and Warranty. Each Shareholder, severally and not jointly, Shareholder represents and warrants for and on behalf of itself to the Company SPAC as follows: (a) The Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and the execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby do not are within Shareholder's powers and will not (i) conflict with or... violate any Law applicable to Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in have been duly authorized by all necessary actions on the creation part of any Lien on any Shares (other than pursuant to Shareholder. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the other Party, this Agreement or transfer restrictions under applicable securities constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar laws or affecting creditors' rights and general principles of equity affecting the organization documents availability of Shareholder), or (iv) conflict with or result in a breach of or constitute a default under any provision of Shareholder's organizational documents. specific performance and other equitable remedies). (b) Shareholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of of, and has good, valid good title to, all of the Securities, and marketable title there exist no liens or any other limitation or restriction (including any restriction on the right to the Shares free and clear vote, sell or otherwise dispose of any Lien such securities (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) the Securities Act of 1933, as amended)) affecting any such Securities, other than pursuant to ordinary course brokerage arrangements. (c) The execution and has delivery of this Agreement by Shareholder does not, and the sole power (as currently performance by Shareholder of its obligations hereunder will not, (i) conflict with or result in effect) to vote a violation of the Shares and organizational documents of Shareholder, or (ii) require any consent or approval that has not entered into been given or other action that has not been taken by any voting agreement third party (including under any contract binding upon Shareholder or voting trust with respect to any of the Shares that is inconsistent with the Shareholder's obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and Shareholder does not own, directly or indirectly, any other Shares, other than Parent warrants held by Shareholder (if any). (c) Shareholder is a natural person or a legal entity duly organized, validly existing and, Securities), in each case, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement consent, approval or undertaking that other action would interfere with, prevent, enjoin or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and Parent, constitutes a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles). (d) As of the date of this Agreement, there is no action, proceeding or, to the Shareholder's knowledge, investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder's Shares, the validity of this Agreement or materially delay the performance by the Shareholder of its obligations under this Agreement. (e) 2 (d) There are no actions pending against Shareholder understands and acknowledges that or, to Shareholder's knowledge, threatened against Shareholder, before (or, in the Company is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery case of this Agreement. (f) Shareholder has not entered into, and shall not enter into, any agreement threatened actions, that would prevent it from performing be before) any arbitrator or any governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Support Agreement. (g) No investment banker, broker, finder or other intermediary is entitled to any broker's, finder's, financial advisor's or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder.
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