Representations and Warranties by Purchaser. The Purchaser represents and warrants to the Seller that:
Representations and Warranties by Purchaser. Purchaser represents and warrants to Company as of the Closing Date as follows:
Representations and Warranties by Purchaser. Purchaser hereby represents and warrants to the Company as follows:
Representations and Warranties by Purchaser. In order to induce Seller to enter into this Agreement and each transaction contemplated hereby, Purchaser represents and warrants to Seller as follows:
Representations and Warranties by Purchaser. Purchaser represents and warrants to the Shareholders as follows:
Representations and Warranties by Purchaser. Purchaser makes the following representations and warranties, each of which is true and correct as of the date hereof and as of the Closing Date:
(a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. This Agreement and the transactions contemplated herein do not contravene any of the provisions of the Certificate of Formation or Operating Agreement of Purchaser.
(b) The execution and delivery of this Agreement and all related documents and the performance of its obligations hereunder and thereunder by Purchaser do not conflict with any provision of any law or regulation to which Purchaser is subject, or conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which Purchaser is a party or by which Purchaser is bound or any order or decree applicable to Purchaser, or result in the creation or imposition of any lien on any of Purchaser’s respective assets or property, which would adversely affect the ability of Purchaser to perform its obligations under this Agreement. Purchaser has obtained all consents, approvals, authorizations or orders of any court or governmental agency or body, if any, required for the execution, delivery and performance by Purchaser of this Agreement.
(c) Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Purchaser or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. No general assignment of Purchaser’s property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Purchaser or any of its property. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent.
(d) The provisions of this Section 3.1 shall survive the Closing or the termination of this Agreement.
Representations and Warranties by Purchaser. Purchaser represents and warrants to Seller that the following statements are true and correct as of the date of this Agreement and will be true and correct on the Closing Date as if made on said date:
Representations and Warranties by Purchaser. The Purchaser represents to the Corporation as follows:
Representations and Warranties by Purchaser. Purchaser represents and warrants to Seller that the following statements are true and correct as of the date of this Agreement and will be true and correct on the Closing Date as if made on said date:
7.1 ORGANIZATION AND STANDING Purchaser is a corporation duly organized, existing and in good standing under the laws of the state of Minnesota.
7.2 NO CONFLICT The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (a) result in a breach of any of the terms or conditions of, or constitute a default under, any mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Purchaser is a party or by which it or any of its properties or assets may be bound or affected, or (b) violate any order, writ, injunction or decree of any court, administrative agency or governmental body, or (c) conflict with or result in the breach of the terms, conditions or provisions of the Articles of Incorporation or By-Laws of the Purchaser.
Representations and Warranties by Purchaser. Purchaser represents and ------------------------------------------- warrants to Seller as of the Effective Date and as of the Closing Date that:
