GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER Sample Clauses

GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER. As an inducement to Seller to enter into this Agreement, Purchaser represents and warrants to Seller as follows (it being acknowledged that each such representation and warranty is made to Seller as of both the Effective Date and each Sale Date):
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GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER. As of the Closing Date, Purchaser represents and warrants as follows:
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GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER. As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser represents and warrants as follows, it being acknowledged by Purchaser that each such representation and warranty relates to material matters upon which Seller relied and, solely for purposes of Article XIII, shall survive the Closing and applicable Transfer Date, and it being understood that, unless otherwise expressly provided herein, each such representation and warranty is made to Seller as of the Effective Date and (subject to Section 9.3(a)) the Closing Date, and the Purchaser Transfer Date Representations and Warranties are made to Seller on each applicable Transfer Date:
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GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER. The Purchaser represents and warrants to the Seller as of the date hereof and on each subsequent date on which a Sale is made, as follows: (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware, with the power and authority to own its properties and to conduct its business. (b) Purchaser is duly qualified to do business, in good standing and possesses all of the necessary licenses and approvals in all jurisdictions where failure to do so would adversely affect its ability to perform its obligations under this Sale Agreement or the enforceability or collectibility of the Sold Program Contracts. (c) Purchaser has the power, authority and legal right to execute and deliver this Sale Agreement and to carry out its terms, and the execution, delivery and performance of this Sale Agreement has been duly authorized by Purchaser by all necessary corporate action. (d) This Sale Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms. (e) The execution, delivery and performance of this Sale Agreement, the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of or constitute (with or without notice or lapse of time) a default under the articles of incorporation or bylaws of the Purchaser, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust or other instrument to which Purchaser is a party or by which Purchaser is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or constitute a violation of any law, order, rule or regulation applicable to Purchaser or its properties of any Governmental Authority having jurisdiction over Purchaser or any of its properties. (f) There are no proceedings or investigations pending, or, to Purchaser's knowledge, threatened, before any Governmental Authority having jurisdiction over Purchaser or any of its properties: (i) asserting the invalidity of this Sale Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Sale Agreement, or (iii) seeking any determination or ruling ...
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GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to Barrick as follows and acknowledges that Barrick is relying on the following representations and warranties in connection with the consummation of the transactions contemplated by this Agreement: (a) Status: Purchaser (and each of its Affiliates) is a duly incorporated (or organized) and validly existing corporation (or other entity) under the Corporations Act, has never been dissolved or liquidated, and has full power and authority to acquire the Purchased Royalties and to enter into, and perform all its obligations under, this Agreement.
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GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to the Company that: (a) The execution, delivery and performance of this Agreement by the Purchaser, the fulfillment of and the compliance with the respective terms and provisions hereof and the due consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Purchaser (none of which actions have been modified or rescinded, and all of which actions are in full force and effect). (b) When executed by the Purchaser, this Agreement (including these representations and warranties) will constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms. (c) The Shares will be purchased for investment for the account of the Purchaser and without a view to a sale or the intent of participating directly or indirectly in a distribution of such securities in violation of applicable securities laws. (d) Purchaser acknowledges and agrees that the Shares (including shares of Common Stock issuable upon conversion of the Shares) will be issued in reliance upon the exemption from registration contained in or pursuant to the Securities Act of 1933, as amended (the "Securities Act"), including Section 4(2) of the Securities Act and Regulation D promulgated thereunder, and that such Shares will or may also be issued in reliance upon the exemptions from registration contained in Section 10-5-9 of the Georgia Securities Act of 1973, and comparable exemptions contained in the securities laws of other jurisdictions to the extent applicable (the "State Acts"), and that the transfer of such shares may be restricted or limited as a condition to the availability of such exemptions. The Shares may be offered for sale, sold, pledged, hypothecated, disposed of or otherwise transferred only if there is a registration statement under the Securities Act in effect with respect to such securities and pursuant to registration under any applicable State Acts covering such Shares; or in the absence of such registration, only in reliance upon an opinion of counsel satisfactory to the Company, to the effect that registration is not required under the Securities Act or under any applicable State Acts. Any attempt by Purchaser, directly or indirectly, to offer, sell, pledge, hypothecate, dispose of or otherwise transfer the Shares or any economic or voting rights relating thereto without complying with the provisions of this Agreement shall be void and...
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GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER. As of the Closing Date, Purchaser represents and warrants as follows:........................ Subsection 9.04 Remedies for Breach of Representations and Warranties................................................. Subsection 9.05 Repurchase of Mortgage Loans With First Payment Defaults................................................... Subsection 9.06 Repurchase of Certain Mortgage Loans That Prepay in Full.................................................... Subsection 9.07 Purchaser's Right to Review................................
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Related to GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

  • REPRESENTATIONS AND WARRANTIES OF PURCHASERS Each Purchaser hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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