REPRESENTATIONS AND WARRANTIES BY BUYERS Sample Clauses

REPRESENTATIONS AND WARRANTIES BY BUYERS. The Buyer hereby represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES BY BUYERS. Buyers hereby represent and warrant the following:
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REPRESENTATIONS AND WARRANTIES BY BUYERS. Buyers represent and warrant to Sellers, jointly and severally, as follows:
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REPRESENTATIONS AND WARRANTIES BY BUYERS. Buyers represent and warrant to Seller as of the date hereof and as of the Closing Date as follows: (a) Each Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware has the requisite power and authority to enter into this Agreement and any and all other agreements, instruments, certificates and documents that are expressly required to be executed and/or delivered by the Parties hereby (the “Transaction Documents”), and to consummate the transactions contemplated by the Transaction Documents. The execution, delivery and performance by each Buyer of each Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary company action on the part of each Buyer. Each Transaction Document to which each Buyer is a party is, or upon its execution and delivery will be, a valid and binding obligation of each Buyer, enforceable against it in accordance with the terms thereof except to the extent enforceability may be limited by the Bankruptcy and Equity Exceptions. (b) Neither the execution, delivery or performance by each Buyer of this Agreement or any Transaction Document to which it is a party, nor the consummation by such Buyer of the transactions contemplated hereby or thereby, nor compliance by such Buyer with any of the provisions hereof or thereof will (i) violate any Law, in each case applicable to the each or such Buyer’s assets or properties, or give any Authority or other Person the right to challenge any of the transaction contemplated hereby, or (iii) or violate any provision of the Organizational Documents of Buyers or any standing resolution adopted by the managers or members of Buyers. (c) Except for the Loan Payoff, no filing with, and no permit, authorization, consent or approval of any Authority or any other Person is necessary for the consummation by Buyers of the transactions contemplated hereby. (d) Buyers have not employed any broker or finder and have not incurred and will not incur any broker’s, finder’s or similar fees, commissions or expenses payable by Buyers in connection with the transactions contemplated by this Agreement. (e) Buyers are acquiring the Interests for their own account for investment, and not with a view to, or for resale in connection with, any distribution thereof. Buyers will not sell, hypothecate or otherwise dispose of the Interests unle...
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REPRESENTATIONS AND WARRANTIES BY BUYERS. Buyers and Guarantors hereby represent and warrant to Seller that the statements set forth in this Section 8 are true and correct as of the date hereof and will be true and correct as of the Closing Date, except in case that any such representation and warranty is expressed herein to be given at one of these two dates only or at another specified date.
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REPRESENTATIONS AND WARRANTIES BY BUYERS. As a material ---------------------------------------- inducement for Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, Buyers hereby jointly and severally make the following representations and warranties as of the date hereof and as of the Effective Time, each of which is relied upon by Sellers regardless of any investigation made or information obtained by Sellers:
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Related to REPRESENTATIONS AND WARRANTIES BY BUYERS

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

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

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

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

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

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

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

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

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • 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:

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