Representations and Warranties by the Shareholder Sample Clauses

Representations and Warranties by the Shareholder. The Shareholder represents and warrants that: 3.1. its signature of this Agreement and the performance by it of its obligations pursuant to this Agreement do not in any way contradict any rights of third parties, any contracts or agreements to which it is a party, its Articles of Association or any applicable law; 3.2. the signature of this Agreement and the performance of its obligations under this Agreement are within its power and authority and have been duly and validly authorized by all necessary corporate action; and 3.3. This Agreement has been duly and validly executed by it and constitutes its valid, legal and binding obligation, enforceable against the Shareholder in accordance with its terms.
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Representations and Warranties by the Shareholder. The Shareholder represents and warranties to the Transferee as follows: 3.1 The Shareholder has the complete and independent legal rights and power to execute, deliver and implement this Agreement, and can act as an independent party in litigation. To the best knowledge of the Shareholder, at the time of executing this Agreement, the Shareholder has not involved into any bankruptcy proceeding and any litigation, arbitration or any other events or status that may materially affecting his ability to finish the transaction and to fulfill other obligations under this Agreement. 3.2 The Shareholder has the complete power and authorization to execute and deliver this Agreement and any other documents relating to the transaction under this Agreement and to be executed by him and to complete the transaction under this Agreement. This Agreement is duly and legally executed and delivered by the Shareholder. This Agreement constitutes the legal and binding obligations of the Shareholder and can be enforced according to its terms. Any and all documents relating to the transaction under this Agreement, once executed and delivered, will constitute the legal and binding obligations of the Shareholder and can be enforced according to the terms thereof. 3.3 Other than those have been disclosed by the Shareholder and accepted by the Transferee, the Shareholder is the registered and beneficial owner of all of the Equity Interest and the Equity Interest is clear of any lien, mortgage, pledge, claim, ownership claim, first right of refusal and other security. The Transferee will obtain the Equity Interest in good condition and clear of any aforementioned obstacles. 3.4 The Shareholder and the Company shall be jointly and severally liable for the representations and warranties made by the Company under Article 4 of this Agreement.
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Representations and Warranties by the Shareholder. The Shareholder represents and warrants to the Purchaser as of the Effective Date and as of the Closing Date as follows:
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Representations and Warranties by the Shareholder. 3.1. Xxxxx Xx, a resident of United States with driver license ID of X0000000 ("Mr. Lo"), as the Ultimate Beneficial Owner of the Transferor, hereby represents, warrants, covenants, agrees and confirms to Transferee that, from and after the Effective Date, Mr. Lo shall thereby assume and take responsibility and liability for the following: (a) any and all Liabilities attributable to Companies and the Assets (as defined below) , as applicable, to the extent that the same arise or accrue on or before the Closing and are attributable to events or circumstances which arise or occur on or before the Closing; and (b) any and all Liabilities with respect to the structural, physical or environmental condition of the property or land owned by Companies, as applicable, whether such Liabilities are latent or patent, whether the same arise or accrue on or before the Closing, and whether the same are attributable to events or circumstances which may arise or occur on or before the Closing, including, without limitation, all Environmental Liabilities; and (c) any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Mr. Lo and its affiliates are deemed to know about the same on or before the Closing (excluding Liability to the extent the same arise or accrue as a result of any tort claims); (d) Intentionally Deleted; and (e) any and all Liabilities with respect to which Mr. Lo and its affiliates receive a credit at or before the Closing, but only to the extent of such credit. Mr. Lo acknowledges and agrees that the Liabilities to be assumed by Mr. Lo pursuant to each of the foregoing clauses are intended to be independent of one another, so Mr. Lo shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause.
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Representations and Warranties by the Shareholder. The Shareholder represents and warrants, and where applicable undertakes, to the Joint Lead Managers that: (a) (power) it has the full capacity and power to enter into and comply with all the terms and conditions of this agreement; (b) (authorisations) all approvals and authorities that may be required to permit it to enter into this agreement and to perform its obligations under this agreement in accordance with its terms have been obtained and remain valid and subsisting; (c) (validity of obligations) this agreement is a valid and binding obligation on it, enforceable against it in accordance with the terms of this agreement; (d) (status) it is duly incorporated, validly existing and in good standing under the laws of its place of incorporation; (e) (Shareholder Statements) there were (at the time made) and are reasonable grounds for the making of all Shareholder Statements and the Shareholder Statements do not and will not contain: (i) any statement which is misleading or deceptive (including, without limitation, misleading statements within the meaning of section 728(2) or false or misleading statements within the meaning of section 1041E); (ii) anything likely to deceive, mislead, or confuse with regard to any particular that is material to the offer of securities to which it relates under section 38B of the NZ Securities Act; or (iii) a statement that is untrue under section 58 of the NZ Securities Act, (f) (U.S. Offer Documents) the Shareholder Statements in the Prospectus and the U.S. Offer Documents, insofar as they purport to summarize the provisions of the laws, documents and other matters discussed therein, accurately and fairly summarise such laws, documents and other matters in all material respects; (g) (no contravention) neither the execution or performance of this agreement by the Shareholder does or will contravene: (i) the Corporations Act, the NZ Securities Laws or any other law to which the Company is subject or any order of any Governmental Agency that is binding on it; (ii) the Listing Rules, including, to the knowledge of the Shareholder, on a prospective basis (except where compliance has been waived, or as modified, by ASX); (iii) its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws; (iv) any legally binding requirement of ASIC or ASX (without limitation, any policy or class order of ASIC and any ASIC relief or modification obtained by it in connection with the Offer (including, any ASIC Modificati...
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Representations and Warranties by the Shareholder. Regarding ----------------------------------------------------------- Investment Intent; Restrictions on Transfer. The Shareholder represents and ------------------------------------------- warrants to the Company as follows: (a) The Company Shares to be received by the Shareholder will be acquired for the Shareholder's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and that the Shareholder has no current commitment or obligation, contingent or otherwise, to anyone other than the Company, to dispose of the Company Shares and has no current plan or intent to dispose of the Company Shares other than in a public offering registered by the Company or any successor corporation under the Securities Act or under Rule 144 under the Securities Act following such a registered public offering. (b) The Shareholder understands and acknowledges that the offering of the Company Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the exchange of the Common Shares for the Company Shares contemplated by this Agreement is exempt from registration under the Securities Act and exempt from qualification pursuant to Section 25102(f) of the California Corporate Securities Law of 1968, as amended (the "Law"), and that the Company's reliance upon such exemption and qualification is predicated upon the Shareholder's representations set forth in this Agreement. The Shareholder acknowledges and understands that the Company Shares must be held indefinitely unless the Company Shares are subsequently registered under the Securities Act and qualified under the Law or an exemption from such registration and such qualification is available. (c) The Shareholder covenants that in no event will the Shareholder dispose of any of the Company Shares (other than in conjunction with an effective registration statement for the Company Shares under the Securities Act or in compliance with Rule 144 promulgated under the Securities Act) unless and until (i) the Shareholder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed, true and accurate statement of the circumstances surrounding the proposed disposition, and (ii) if requested by the Company, the Shareholder shall have furnished the Company with an opinion of counsel satisf...
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Representations and Warranties by the Shareholder 
Sample 1
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Related to Representations and Warranties by the Shareholder

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and agrees with the Underwriter, as follows:

  • Representations and Warranties by the Purchaser The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of Concreit. Purchaser has relied solely upon the Offering Circular and independent investigations made by Purchaser or Purchaser’s representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has read and understands the Certificate and Operating Agreement and understands how Concreit functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands that Concreit has limited or no financial and operating history. Purchaser has been furnished with such financial and other information concerning Concreit, its management, and its business, as Purchaser considers necessary in connection with the investment in Membership Interests. Purchaser has been given the opportunity to discuss any questions and concerns with Concreit. (d) Purchaser is purchasing Membership Interests for Purchaser’s own account (or for a trust if Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser or Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. Pxxxxxxxx has been advised to consult Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing in the Membership Interests and becoming a Member of Concreit. (f) Purchaser has been advised that the Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Membership Interests is to be effected and the Membership Interests will be issued by Concreit in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (g) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itself, financial position, and knowledge of financial and business matters is correct, current, and complete. (h) All information which Purchaser has furnished in this Subscription Agreement concerning Purchaser, Purchaser’s financial position, and Purchaser’s knowledge of financial and business matters is correct, current, true and complete.

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser as follows:

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows: (a) This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. (b) The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Regulation D thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. (d) The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. (e) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

  • Representations and Warranties by the Selling Stockholders Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. B. Each Partner that is not an individual represents and warrants to each other Partner that (i) its execution and delivery of this Agreement and all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including without limitation, that of its general partner(s), member(s), committee(s), trustee(s), beneficiaries, directors and/or stockholder(s), as the case may be, as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its certificate of limited partnership, partnership agreement, trust agreement, limited liability company operating agreement, charter or bylaws, as the case may be, any agreement by which such Partner or any of such Partner’s properties or any of its partners, members, beneficiaries, trustees or stockholders, as the case may be, is or are bound, or any statute, regulation, order or other law to which such Partner or any of its partners, members, trustees, beneficiaries or stockholders, as the case may be, is or are subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. C. Each Partner represents, warrants, and agrees that it has acquired and continues to hold its interest in the Partnership for its own account for investment only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof, nor with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances. Each Partner further represents and warrants that it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds it has invested in the Partnership in what it understands to be a highly speculative and illiquid investment. Each Partner represents, warrants and agrees that such Partner is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). D. Each Partner acknowledges that (i) the Partnership Units (and any REIT Shares that might be exchanged therefor) have not been registered under the Securities Act and may not be transferred unless they are subsequently registered under the Securities Act or an exemption from such registration is available (it being understood that the Partnership has no intention of so registering the Partnership Units), (ii) a restrictive legend in the form set forth in Exhibit D shall be placed on the certificates representing the Partnership Units, and (iii) a notation shall be made in the appropriate records of the Partnership indicating that the Partnership Units are subject to restrictions on transfer. E. Each Limited Partner further represents, warrants, covenants and agrees as follows: (1) Except as provided in Exhibit E, at any time such Partner actually or Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, it does not and will not, without the prior written consent of the General Partner, actually own or Constructively Own (a) with respect to any Tenant that is a corporation, any stock of such Tenant, and (b) with respect to any Tenant that is not a corporation, any interests in either the assets or net profits of such Tenant. (2) Except as provided in Exhibit F, at any time such Partner actually or Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, it does not, and agrees that it will not without the prior written consent of the General Partner, actually own or Constructively Own, any stock in the General Partner, other than any REIT Shares or other shares of capital stock of the General Partner such Partner may acquire (a) as a result of an exchange of Tendered Units pursuant to Section 8.6 or (b) upon the exercise of options granted or delivery of REIT Shares pursuant to any Stock Plan, in each case subject to the ownership limitations set forth in the General Partner’s Charter. (3) Upon request of the General Partner, it will disclose to the General Partner the amount of REIT Shares or other shares of capital stock of the General Partner, or shares of capital stock or other interests in Tenants, that it actually owns or Constructively Owns. (4) It understands that if, for any reason, (a) the representations, warranties or agreements set forth in E(1) or (2) above are violated, or (b) the Partnership’s actual or Constructive Ownership of REIT Shares or other shares of capital stock of the General Partner violates the limitations set forth in the Charter, then (x) some or all of the Redemption rights of the Partners may become non-exercisable, and (y) some or all of the REIT Shares owned by the Partners may be automatically transferred to a trust for the benefit of a charitable beneficiary, as provided in the Charter. (5) Without the consent of the General Partner, which may be given or withheld in its sole discretion, no Partner shall take any action that would cause (i) the Partnership at any time to have more than 100 partners, including as partners (“flow through partners”) those persons indirectly owning an interest in the Partnership through a partnership, limited liability company, S corporation or grantor trust (such entity, a “flow through entity”), but only if substantially all of the value of such person’s interest in the flow through entity is attributable to the flow through entity’s interest (direct or indirect) in the Partnership; or (ii) the Partnership Interest initially issued to such Partner or its predecessors to be held by more than seven (7) partners, including as partners any flow through partners. F. The representations and warranties contained in this Section 3.4 shall survive the execution and delivery of this Agreement by each Partner and the dissolution and winding-up of the Partnership. G. Each Partner hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership or the General Partner have been made by any Partner or any employee or representative or Affiliate of any Partner, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, which may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

  • Representations and Warranties by the Executive The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

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