Representations and Warranties by Transferee. (1) Transferee hereby makes the representations and warranties as specified in Appendix 2 hereto. Such representations and warranties are true, accurate and complete in all material aspects on the execution day of this Agreement and the Closing date (unless the representation and warranty is specially associated with certain date). Transferee acknowledges that Company relies on the representations and warranties made by Transferee when deciding to conduct the Transaction.
Representations and Warranties by Transferee. Transferee makes the following representations and warranties to Transferor as the basis for the undertakings on Transferor's part herein contained: 1 (a) Transferee is a nonprofit corporation duly incorporated, validly existing and in good standing under the .r , laws of the State of Georgia; Jff (b) Transferee has full power and authority to enter I; - into this Agreement, to carry out the transactions contemplated hereunder and to carry out its obligations hereunder; l'71; (c) Transferee is duly authorized to execute, deliver and perform this Agreement; (d) Transferee is, as of the Commencement Date, an organization described in Section 501 (c) (3) of the Code 14.1i exempt from federal income tax under Section 501(a) of the f;1V Code and not a private foundation as defined in Section 509(a) of the Code; and 41.? (e) Transferee is not subject to any limitation, restriction or provision of any nature whatsoever contained •44-'-41,v ; in Transferee's articles of incorporation or bylaws or in any evidence of indebtedness, indenture, commitment, agreement or contract to which Transferee is a party or by which it is -11- • bound, or subject to any existing judgment, order or decree binding upon Transferee, which in any way limits, restricts or prevents Transferee from entering into this Agreement or performing any of its obligations hereunder. • ARTICLE III LEASING OF EXISTING FACILITIES; TRANSFER OF OPERATING ASSETS; ASSUMPTION OF LIABILITIES; TERM AND REQUIRED PAYMENTS SECTION 3.01.
Representations and Warranties by Transferee. The Transferee represents and warrants to Accenture SCA as follows:
Representations and Warranties by Transferee. Transferee hereby represents and warrants as of the Effective Date to the Company and the Members that:
Representations and Warranties by Transferee. Transferee represents and warrants to Transferor as follows as of the date hereof and as of the Closing Date:
Representations and Warranties by Transferee. Transferee makes the following representations and warranties, each of which is true and correct as of the date hereof and as of the Closing Date:
Representations and Warranties by Transferee. The Transferee represents and warrants to Accenture Ltd as follows:
Representations and Warranties by Transferee. Transferee represents and warrants to Transferor as follows as of the date hereof and as of the Closing Date: (a) Transferee is a corporation duly organized and validly existing under the laws of Japan and it has the corporate power to enter into this Agreement and to carry out the Demerger. (b) The execution, delivery and performance of this Agreement have been duly authorized and no further corporate authorization is necessary on Transferee’s part with the exception of such authorizations set forth herein which it is required to receive after the date hereof and on or prior to the Closing Date. (c) This Agreement is legally binding on and enforceable against Transferee in accordance with the terms of such agreement, subject to the limitations imposed by the laws of bankruptcy, reorganization and creditors’ rights generally and except as enforcement thereof may be limited as to certain equitable remedies. (d) The entering into of this Agreement does not violate or cause a default under or breach of (i) Transferee’s articles of incorporation, or other charter or governing documents assuming such authorizations set forth herein which Transferee is required to receive after the date hereof and on or prior to the Closing Date have been obtained, (ii) any material judgment, order or decree applicable to Transferee or Transferee’s properties and assets, or (iii) any applicable Laws. (e) There is no action, suit or Legal Proceeding pending or, to Transferee’s Knowledge, threatened, against or affecting Transferee or Transferee’s assets in any court or before or by any Governmental Entity which would materially and adversely affect Transferee’s performance of Transferee’s obligations under this Agreement. (f) Transferee has no financial relationship with anti-social forces, and is not cooperating with or involved in the support or operation of anti-social forces. Transferee is not providing any funds to anti-social forces regardless of its pretext, and has no plans in the future to do so. Transferee has not appointed as its director or statutory auditor, or employed as an employee, any anti-social force, and no anti-social force is involved in the management of Transferee. Transferee is not engaged in any anti-social act, and has no plans in the future to do so. (g) Transferee has never filed a petition for the commencement of a bankruptcy (hasan) proceeding, civil rehabilitation (minji saisei) proceeding, corporate reorganization (kaisha kousei) proceeding, spec...
