ADDITIONAL PURCHASER REPRESENTATIONS. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby to which such Purchaser is a party have been duly authorized by the Purchaser. Each of such agreements constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, liquidation, moratorium, receivership, conservatorship, readjustment of debts, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally. The Purchaser has made or obtained all material third party and governmental consents, approvals and filings to be made or obtained prior to the Closings by the Purchaser in connection with the consummation of the transactions hereunder. The execution and delivery by the Purchaser of each of the Agreement and all other agreements contemplated hereby and the fulfillment of and compliance with the respective terms thereof by the Purchaser do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, or (c) result in a violation of the organizational documents of the Purchaser or any material agreement or instrument to which Purchaser is subject.
ADDITIONAL PURCHASER REPRESENTATIONS. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The execution, delivery and performance of this Agreement, the Stockholders Agreement, the Registration Rights Agreement and all other agreements contemplated hereby to which such Purchaser is a party have been duly authorized by the Purchaser. Each of such agreements constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, liquidation, moratorium, receivership, conservatorship, readjustment of debts, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally and general equitable principles. The Purchaser has made or obtained all material third party and governmental filings, consents and approvals to be made or obtained prior to the Closing by the Purchaser in connection with the consummation of the transactions hereunder. The execution and delivery by the Purchaser of the Agreement and the fulfillment of and compliance with the respective terms thereof by the Purchaser do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under or (c) result in a violation of the organizational documents of the Purchaser or any material agreement or instrument to which Purchaser is subject.
ADDITIONAL PURCHASER REPRESENTATIONS. Purchaser acknowledges the essential nature of the services being provided under this Agreement and in connection therewith, represents, warrants and covenants that:
ADDITIONAL PURCHASER REPRESENTATIONS. Books and Records; Financial Statements.................................................................................... 36 3.8 Compliance.................................................................................... 36 3.9 Capitalization................................................................................ 36 3.10 Litigation.................................................................................... 36 3.11
ADDITIONAL PURCHASER REPRESENTATIONS. As an inducement to the Seller to enter into this Share Purchase Agreement, the Purchaser hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date as follows (unless such representation and warranty is provided only as of specific dates):
ADDITIONAL PURCHASER REPRESENTATIONS. Each Additional Purchaser shall have confirmed in the applicable Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes.
ADDITIONAL PURCHASER REPRESENTATIONS. Purchaser makes the following additional representations and warranties to System Owner:
ADDITIONAL PURCHASER REPRESENTATIONS. As an inducement to the Seller to enter into this Share Purchase Agreement, the Purchaser hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date as follows (unless such representation and warranty is provided only as of specific dates): (a) Organization and Qualification of the Purchaser Holdco. (i) Following the Purchaser Restructuring, Purchaser Holdco shall be a business entity duly organized, validly existing and in good standing (or its equivalent), if applicable, under the Laws of its respective jurisdiction of organization, and shall have all requisite corporate power and authority to own, operate or lease its properties and assets now owned, operated or leased by it and to carry on the Business as it has been and is presently conducted. Following the Purchaser Restructuring, Purchaser Holdco shall be duly licensed or qualified to transact business and shall be in good standing (or its equivalent), if applicable, in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary or desirable. All actions taken by Purchaser Holdco in connection with the Contemplated Transactions have been duly authorized, and Purchaser Holdco has not taken any action that in any respect conflicts with, constitutes a default under, or results in a violation of, any provision of its Organizational Documents. (ii) Purchaser has heretofore delivered to the Seller or will deliver to the Seller prior to the Closing complete and correct copies of the Organizational Documents of Purchaser Holdco. Purchaser has not engaged in any activities prior to the Closing Date other than actions necessary in connection with the Purchaser Restructuring and conduct in the Ordinary Course of Business. (b) Capitalization of Purchaser Holdco. Purchaser is the sole beneficial owner and holder of, and has good and valid title to, one hundred percent (100%) of the interest in the issued and outstanding registered capital of Purchaser Holdco, free and clear of any Encumbrances, other than the Permitted Encumbrances. Purchaser does not hold its interest in the registered capital of Purchaser Holdco for any other Person pursuant to any Contract. None of the Purchaser’s equity interest in Purchaser Holdco was issued or acquired in violation of any Organizational Documents, any Law or any Encumbrance. Upon consummation of the Contemplated Transactions, the Company will own all of t...
