Representation and Warranties of the Seller. The Seller represents and warrants that:
Representation and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser, as of the date hereof and the Closing, as follows:
3.1.1 The Seller has been duly organized and is validly existing as a company, in good standing under the laws of its jurisdiction of organization.
3.1.2 The Seller is the sole legal and beneficial owner of the Securities. The Seller has the right to transfer the full legal and beneficial interest in the Securities to the Purchaser free from all encumbrances (other than those that may arise under this Agreement), including without limitation any pledge, claim, mortgage, security, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”). Upon the transfer of the Securities to the Purchaser at the Closing in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear of any and all Encumbrances.
3.1.3 The Seller has the full right, power and authority to enter into and perform its obligations under this Agreement. All corporate or other action on the part of the Seller necessary for authorizing the execution and delivery of, and the performance by it of all its obligations under, this Agreement, including the transfer of the Securities, has been taken or will be taken at or prior to the Closing.
3.1.4 This Agreement has been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the Purchaser, is a valid and binding obligation of the Seller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.
3.1.5 The execution, delivery and performance of this Agreement and the consummation by the Seller of the transactions contemplated hereby do not and will not (i) result in a violation of the Seller’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement...
Representation and Warranties of the Seller. The Seller hereby represents and warrants to Stockholder as follows:
(a) The Seller is a Delaware corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware;
(b) The execution, delivery and performance by the Seller of this Agreement has been duly authorized and approved by its Board of Directors;
(c) This Agreement has been duly executed and delivered by the Seller, and (assuming this Agreement constitutes a valid and binding agreement of Stockholder) constitutes a valid and binding agreement with respect to the Seller, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally;
(d) The execution and delivery of this Agreement by the Seller does not, and the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby will not, violate or conflict with, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Seller is a party or by which the Seller is bound, or any statute, rule or regulation to which the Seller is subject or, the charter or bylaws of the Seller.
Representation and Warranties of the Seller. In connection with the transactions contemplated by this Agreement, Seller, hereby represents and warrants to the Purchaser as follows:
Representation and Warranties of the Seller. The Seller hereby represents and warrants to and agrees with the Procurer as follows and acknowledges and confirms that the Procurer is relying on such representations and warranties in connection with the transactions described in this Agreement:
2.1 The Seller has all requisite power authorizing and has been duly authorized to execute and consummate this Agreement;
2.2 This Agreement is enforceable against the Seller in accordance with its terms;
Representation and Warranties of the Seller. The Seller represents and warrants to the Purchaser that each of the statements set out below (Warranties of the Seller) is now- and will be- true and accurate as of the Effective Date (which representations and warranties shall be deemed to be repeated as of the Closing Date by reference to the facts and circumstances then existing, as if references in such representations and warranties to the Effective Date were references to the Closing Date). The representation and warranties are limited and qualified:
i. by the limitations and qualifications as set out in Sections 8 and 9 below;
ii. unless the provisions of sub Section iii below apply, to the extent to which disclosure of any fact or circumstance and the import thereof has been made to the Purchaser or any of its representatives, employees, directors, agents, advisers or officers, during the due diligence investigation conducted by the Seller on EE and its Affiliates;
iii. by anything to the extent that it is within the actual knowledge of any of Rxxxx Xxxxxxxx, Dxxxxx Xxxxx, Gxxxxx Xxxx, Mxxxxxxxx Xxxx-Xxxxxx-iowska (whose actual informed knowledge shall be deemed to constitute knowledge on the part of the Purchaser).
Representation and Warranties of the Seller. The Seller and Company represents and warrants to the Acquirer that each of the statements set out below (Warranties of the Seller) is now and will be true and accurate as of the Effective Date (which representations and warranties shall be deemed to be repeated as of the Closing Date by reference to the facts and circumstances then existing as if references in such representations and warranties to the Effective Date were references to the Closing Date).
Representation and Warranties of the Seller. 2.1 The Seller hereby represents and warrants to Buyer as follows:
2.1.1 Such Party has the legal capacity and disposition capacity to execute and perform this Agreement;
2.1.2 Neither the execution, nor the performance of this Agreement will conflict with, or result in a breach of, or constitute a default under, any law, regulation, or agreements to which such Party is subject;
2.1.3 Such Party has the full, effective and sufficient ownership and disposition to the Transferred Equity under this Agreement, which is free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or interest for any third party.
2.2 The Seller shall bear any loss or damages of Buyer resulting from the representations specified as in Section 2.1 above against the truth.
Representation and Warranties of the Seller. Subject to the limitations and exclusions set forth in Sections 8 and 9 below, the Seller represents and warrants that each of the statements set out below in this Section 6 is, unless indicated otherwise, true and correct as at the date of this Agreement and as of the Closing Date.
Representation and Warranties of the Seller. The Seller hereby represents and warrants to Purchasers au follows:
