Additional Seller and Company Representations Sample Clauses

Additional Seller and Company Representations. As an inducement to the Purchaser to enter into this Share Purchase Agreement, the Seller and the Company hereby represent and warrant to the Purchaser 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):
Sample 1
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Additional Seller and Company Representations. As an inducement to the Purchaser to enter into this Share Purchase Agreement, the Seller and the Company hereby represent and warrant to the Purchaser 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 Company Group. (i) Following the Restructuring, each member of the Company Group 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 Restructuring, each member of the Company Group 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 corporate actions taken by each member of the Company Group in connection with the Contemplated Transactions have been duly authorized, and no member of the Company Group has 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. 38
Sample 1

Related to Additional Seller and Company Representations

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Seller Representations Seller hereby represents and warrants that:

  • VENDOR'S REPRESENTATIONS The Vendor's representations contained in this Agreement will be true.

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Company Representation (a) The Company agrees to furnish the Union with a list of names of supervisory personnel with whom the Union may have transactions in the administration of this agreement and will keep this list up to date.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Assignor’s Representations The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:

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