Covenants, Representations and Warranties of Purchaser. Purchaser covenants, represents and warrants to Sellers as follows:
Covenants, Representations and Warranties of Purchaser. The Purchaser ------------------------------------------------------ represents and warrants to, and covenants with, the Seller and the Company that except for the provisions pertaining to the payment of the purchase price thereunder, the Purchaser agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement, and from and after the date hereof, the Purchaser assumes for the benefit of the Seller and the Company all of the Seller's obligations as "Purchaser" thereunder.
Covenants, Representations and Warranties of Purchaser. Purchaser for the benefit of Seller, warrants, represents, covenants and agrees as follows:
Covenants, Representations and Warranties of Purchaser. As an inducement to Seller to enter into and perform this Agreement, Purchaser makes the following covenants, representations and warranties which covenants, representations and warranties shall be true and correct in all material respects on the date hereof and on the Closing Date, and shall be a condition precedent to Seller's obligation to close the transaction contemplated herein:
(a) Organization and Authority. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Maryland, and has all requisite power, authority and capacity to execute and enter into this Agreement; and the transactions contemplated herein by Purchaser have been duly authorized and approved by all requisite corporate actions, and this Agreement has been duly executed and delivered on behalf of Purchaser by its duly authorized officers and constitutes the legal, valid and binding obligations of Purchaser. Purchaser has no knowledge of any item or provision of this Agreement which is unenforceable.
Covenants, Representations and Warranties of Purchaser. Purchaser represents and warrants that it is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement enforceable by the Shareholder in accordance with its terms, subject to the usual exceptions as to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and the availability of equitable remedies. Purchaser further represents and warrants that the execution and delivery of this Agreement and the fulfilment of the terms hereof by Purchaser does not and will not result in a breach of any agreement or instrument to which it is a party or by which it is contractually bound. Purchaser covenants to comply, and to cause Acquisitionco to comply, with the terms of the Arrangement Agreement.
Covenants, Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to the Sellers as follows:
Covenants, Representations and Warranties of Purchaser. As of the Closing Date, Purchaser shall make the following covenants, representations and warranties to the Company:
Covenants, Representations and Warranties of Purchaser. In order to induce the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser makes the representations and warranties set forth below to the Seller.
Covenants, Representations and Warranties of Purchaser. 5 Section 5.1 Corporate Organization. .................................. 5 Section 5.2 Authority Relative to This Agreement. .................... 5 Section 5.3 Noncontravention. ........................................ 6 Section 5.4
Covenants, Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller as of the date hereof (and Purchaser shall reassert in writing to Seller as of the Closing Date) as follows, which representations and warranties shall survive the Closing as provided herein:
(A) Purchaser is a Massachusetts Business Trust, which is duly authorized and validly existing under the laws of the State of Massachusetts;
(B) Purchaser has full right and authority to enter into this Contract and to consummate the transactions contemplated herein;
(C) each of the persons executing this Contract on behalf of Purchaser is authorized to do so; and
(D) this Contract constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms. Provided, each of the representations and warranties of Purchaser set forth in this Section 6.1 shall survive the Closing for only twelve (12 months except as to any such representation or warranty as to which Seller has within such twelve (12 month period asserted with a reasonable basis a claim against Purchaser.
