Buyer’s Warranties. All representations and warranties by Buyer in this Agreement shall be true on and as of the closing date as though such representations and warranties were made on and as of that date.
Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX that:
(a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits;
(b) there are no actions or proceedings pending or to Buyer's knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits;
(c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound;
(d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXX, Buyer will promptly notify Seller of the same in writing; and
(e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXX. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's warranties. Buyer's indemnity and hold harmless obligations shall survive XXX.
Buyer’s Warranties. Each of the Buyer and the Guarantor warrants to the Seller that:
9.1 In the case of the Buyer, it is a private limited company incorporated and validly existing under the laws of England and Wales which is registered for VAT;
9.2 it has full power to enter into and perform this Agreement and that this Agreement constitutes a binding obligation on the Buyer in accordance with its terms;
9.3 the execution and delivery of and the performance by each of the Buyer and the Guarantor of its obligations under this Agreement will not:
9.3.1 result in a breach of any provision of its constitution; or
9.3.2 result in a breach of, or constitute a default under, any:
(a) agreement, licence or other instrument; or
(b) order, judgment or decree of any court, governmental agency of regulatory body to which it is a party or by which it is bound
9.4 all consents, permissions, approvals and agreements of the shareholders of the Buyer and the Guarantor or any third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain in order to enter into and perform this Agreement in accordance with its respective terms have been unconditionally obtained in writing; and
9.5 that there are no circumstances within the actual knowledge of the Buyer or the Guarantor or their officers or employees at the date of this Agreement which will or might entitle the Buyer to make a claim against the Seller under this Agreement. For the purposes of this clause 9.5, the Buyer and the Guarantor will be deemed to be aware of all such information set out within any due diligence reports, accountants reports and other specialist reports written, or commissioned by the Buyer or the Guarantor, in relation to its proposed acquisition of the Business.
Buyer’s Warranties. Buyer warrants to Seller, as of the date of this Agreement and as of Closing, as follows:
Buyer’s Warranties. 11.1 The Buyers acknowledge that they have not been induced to enter into this Agreement by any representation or warranty other than the Warranties.
11.2 The Buyers warrants to the Sellers as of the date hereof as follows:
11.2.1 Each of the Buyers has full power and authority without requiring the consent of any other person, and has taken all necessary actions, to enter into and exercise its rights and perform its obligations under this Agreement and all other documents to be executed by it at Completion.
11.2.2 This Agreement and all other documents to be executed by the Buyers at Completion will, when executed, constitute lawful, valid and binding obligations of the Buyers in accordance with their respective terms.
11.2.3 The execution, delivery and performance by the Buyers of this Agreement will not constitute a violation of any law applicable or relating to the Buyers or a violation of any of the organisational documents of the Buyers.
11.2.4 Each of the Buyers is a company duly organised, validly existing and in good standing under the laws of its jurisdiction of organisation.
11.2.5 The Buyers currently have sufficient immediately available funds in cash or cash equivalents and will at Completion have sufficient immediately available funds, in cash, to pay the Purchase Price and to pay any other amounts payable pursuant to this Agreement and to effect the Transaction.
11.2.6 No merger control filings or anti-monopoly approvals other than those listed in Clauses 5.1.4 and 5.1.5 are required by Applicable Law to implement the Transaction.
11.2.7 There is no claim, action, suit, proceeding or governmental investigation pending or, so far as the Buyers is aware, threatened against the Buyers or any of their subsidiaries or Affiliates by or before any court or Governmental Entity that, individually or in the aggregate, would have or would reasonably be expected to impede the ability of the Buyers to complete the Transaction in any respect.
11.2.8 In the event that the Buyers assign their rights under this Agreement to a Buyers’ Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the warranties set out in Clauses 11.2.1 through 11.2.7 are also true and accurate with respect to such Buyers’ Subsidiary as of the Completion Date.
Buyer’s Warranties. The BUYER has obtained all licenses, permissions, consents and authorizations necessary to enable the BUYER to perform its obligations under this Agreement and that the same are valid and subsisting;
Buyer’s Warranties. Buyer warrants to Sellers, on the Signing Date and on the Completion Date, as applicable, unless otherwise provided:
3.2.1 Each of Buyer, Buyer Guarantor and PRE Lender is duly organized and validly existing under the laws of the country where it is organized. To the extent required, Buyer is qualified to conduct business in each jurisdiction where it is necessary to be qualified to perform the License.
3.2.2 Each of Buyer, Buyer Guarantor and PRE Lender has all requisite corporate power and authority (including approval of its board of directors) to enter into this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform its obligations under this Agreement, the Buyer Guarantee, and the Associated Agreements, to consummate the transactions contemplated by this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform the agreements contemplated by this Agreement, and to cause its Affiliates to perform their respective obligations under this Agreement, the License and the agreements contemplated by this Agreement, including the Associated Agreements and the Buyer Guarantee.
3.2.3 This Agreement, the Buyer Guarantee and the Associated Agreements have been duly signed and delivered by Buyer, Buyer Guarantor and PRE Lender, as applicable, and constitute legal, valid and binding obligations of Buyer, Buyer Guarantor and PRE Lender, as applicable. All documents required to be signed and delivered by Buyer, Buyer Guarantor and PRE Lender at Completion will be duly signed and delivered. This Agreement, the Buyer Guarantee and the Associated Agreements constitute at the time of their execution and at the Completion Date such documents will constitute, the valid and binding obligations of Buyer and Buyer Guarantor enforceable against Buyer and Buyer Guarantor in accordance with their terms.
3.2.4 The execution, delivery, and performance of this Agreement by Buyer and PRE Lender, the consummation of the transactions contemplated by this Agreement, and the compliance by Buyer, PRE Lender, or Buyer Guarantor with the provisions of this Agreement will not:
3.2.4.1. violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other formation and governing documents of Buyer, PRE Lender or Buyer Guarantor;
3.2.4.2. materially violate any laws applicable to Buyer, PRE Lender or Buyer Guarantor;
3.2.4.3. materially violate any judgment, order, ruling, or decree applicable to Buyer, PRE Lender ...
Buyer’s Warranties. Buyer hereby represents and warrants to Seller, as of the Effective Date, as follows:
Buyer’s Warranties. Buyer(s) warrant that they have the financial and legal ability to complete this transaction. Time is Critical: Time is of the essence of this Agreement and of every term and provision.
Buyer’s Warranties. The Buyer warrants to each Seller as at Completion that:
9.1. it is a company duly incorporated and validly existing in the State of Delaware, United States and has the right, power and authority to execute, deliver and perform its obligations under this Agreement and any other Transactional Document to be executed by it;
9.2. the Buyer’s obligations under this Agreement and any other Transactional Documents to be executed by the Buyer are, or when the relevant document is executed will be, enforceable in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles;
9.3. the execution, delivery and performance by the Buyer of this Agreement and each Transactional Document to be executed by it will not breach any provision of the certificate of incorporation or bylaws of the Buyer or breach any applicable laws or regulations, or any orders, judgements or decrees which the Buyer is bound by or result in a breach of or constitute a default under any instrument, contract or agreement to which the Buyer is a party or by which the Buyer is bound and which, in each case, is material in the context of the transactions contemplated by this Agreement and any of the Transactional Documents; and
9.4. it has available on an unconditional basis (subject only to Completion) the necessary resources to meet its obligations under this Agreement, other than payment of the Contingent Consideration.
