Representations and Warranties by the Vendors Sample Clauses

Representations and Warranties by the Vendors. The Vendors represent and warrant to the Purchaser as follows, and confirm that the Purchaser is relying upon the accuracy of each of such representations and warranties in connection with the purchase of the Purchased Shares, repayment of the Shareholder Loans and the completion of the other transactions contemplated hereunder and under the Other Vendor Agreements:
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Representations and Warranties by the Vendors. The Vendors represents and warrants to the Purchaser as follows, and confirm that the Purchaser is relying upon the accuracy of each of such representations and warranties in connection with the purchase of the Purchased Shares and the completion of the other transactions hereunder:
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Representations and Warranties by the Vendors. 36 9.1 Representations and Warranties 36 9.2 Xxxxx Warranties 36 9.3 Independent Warranties 36 9.4 Reliance 36 9.5 Indemnities by Vendors 36 9.6 Notification of Warranty Breaches 37
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Representations and Warranties by the Vendors. WCM AND AOC The Vendors, WCM and AOC hereby severally represent and warrant to the Purchaser as follows and acknowledge that, notwithstanding any independent searches or investigations that may be undertaken by or on behalf of the Purchaser, the Purchaser is relying upon the accuracy of each of such representations and warranties in connection with the execution and delivery of this Agreement and its purchase of the Purchased Shares hereunder. For certainty, the representations and warranties of the Vendors, WCM and AOC are several, not joint and several, and each of the parties comprising the Vendors shall only be legally responsible for and to the extent that breaches of representations and warranties, if any, are attributable to the particular Vendor in question. Further, the aggregate liability for breaches of any terms of this Agreement, including representations and warranties, shall, in respect of each Vendor, be capped at an amount equal to the portion of the cash proceeds from the sale of the Purchased Shares actually received by the Vendor in question, which cash proceeds are being distributed on a pro rata basis. The representations and warranties of the Vendors are as follows:
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Representations and Warranties by the Vendors. 5.1 Each of the Vendor hereby represents and warrants to the Company as of the date hereof as follows:
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Representations and Warranties by the Vendors. As at the date of this Agreement and on each day until and including the Settlement Date (or in the case where clause
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Representations and Warranties by the Vendors 
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Related to Representations and Warranties by the Vendors

  • Representations and Warranties by the Purchaser The Purchaser represents and warrants to the Company as of the time of issuance of the Notes and Warrants 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.

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

  • 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 by the Borrower To induce the Bank to enter into this agreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its Organizational Documents, (c) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (d) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid and binding agreements of those Persons, enforceable according to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (e) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, (t) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (g) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (h) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, (i) it is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (k) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted, and (l) the execution and delivery of this agreement and the other Related Documents to which it is a party and the performance of the obligations they impose, ifthe Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows:

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Shareholder 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 Manager The Manager represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and each Date of Delivery, if any, and agrees with each Underwriter, as follows:

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

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