REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSFERRED COMPANIES Sample Clauses

REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSFERRED COMPANIES. The Company and the Sellers hereby, jointly and severally, represent and warrant to Buyer that the statements contained in this ARTICLE 3 are true and correct, except as set forth the corresponding sections of the disclosure schedule delivered by the Sellers to Buyer at or before the execution and delivery by Buyer of this Agreement (the “Disclosure Schedule”).
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REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSFERRED COMPANIES. 12 Section 3.1 Organization and Qualification 12
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REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSFERRED COMPANIES. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Seller Group Member and the Company hereby jointly and severally represent and warrant to Buyer that:
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REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSFERRED COMPANIES. 12 Section 3.1 Organization and Qualification 12 Section 3.2 Authority 13 Section 3.3 No Conflict; Required Filings and Consents 13 Section 3.4 Capitalization 14 Section 3.5 Equity Interests in Third Persons 15 Section 3.6 Financial Statements; No Undisclosed Liabilities 15 Section 3.7 Absence of Certain Changes or Events 16 Section 3.8 Compliance with Law; Permits; Illegal Payments 16 Section 3.9 Litigation 17 Section 3.10 Employee Benefit Plans 17 Section 3.11 Labor and Employment Matters 19 Section 3.12 Title, Sufficiency and Condition of Assets 21 Section 3.13 Real Property 22 Section 3.14 Intellectual Property 22 Section 3.15 Information Technology 24 Section 3.16 Data Privacy; Import/Export Compliance for Intellectual Property 24 Section 3.17 Taxes 25 Section 3.18 Environmental Matters 27 Section 3.19 Material Contracts 27 Section 3.20 Affiliate Interests and Transactions 30 Section 3.21 Insurance 30 Section 3.22 Accounts Receivable 31 Section 3.23 Customers and Suppliers 31 Section 3.24 Brokers 31 Section 3.25 No Limitation 31
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REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSFERRED COMPANIES. The Company represents and warrants to the Buyer that the statements in this Article VI are correct, except as set forth in the Disclosure Schedules.
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Related to REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSFERRED COMPANIES

  • Representations and Warranties Concerning the Transaction (a) Representations and Warranties of the Seller (b) Representations and Warranties of the Buyer

  • Representations and Warranties Concerning the Purchaser As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:

  • Representations and Warranties Concerning the Seller As of the date hereof and as of the Closing Date, the Seller represents and warrants to the Purchaser as to itself in the capacity indicated as follows:

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Representations and Warranties Concerning the Mortgage Loans The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the representations and warranties made by the Seller in Section [____] and Section [____] of the Mortgage Loan Purchase Agreement concerning the Mortgage Loans and the right to enforce the remedies against the Seller provided in such Section [____] or Section [____] to the same extent as though such representations and warranties were made directly to the Indenture Trustee.

  • Representations and Warranties Concerning the Depositor The Depositor hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:

  • Representations and Warranties Concerning Accounts With respect to the Accounts, Borrower represents and warrants to Lender: (a) Each Account represented by Borrower to be an Eligible Account for purposes of this Agreement conforms to the requirements of the definition of an Eligible Account; (b) All Account information listed on schedules delivered to Lender will be true and correct, subject to immaterial variance; and (c) Lender, its assigns, or agents shall have the right at any time and at Borrower's expense to inspect, examine, and audit Borrower's records and to confirm with Account Debtors the accuracy of such Accounts.

  • Representations and Warranties of the Company Concerning the Mortgage Loans With respect to the conveyance of the Mortgage Loans provided for in Section 2.04 herein, the Company hereby represents and warrants to the Trust that as of the Cut-Off Date unless otherwise indicated:

  • Representations and Warranties Concerning Collateral, Etc The Company further represents and warrants to the Secured Party as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and the Permitted Liens, (b) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (c) the Company holds no commercial tort claim except as indicated on the Company's Perfection Certificate, (d) all other information set forth on the Company's Perfection Certificate pertaining to the Collateral is accurate and complete, and (e) there has been no change in any of such information since the date on which the Company's Perfection Certificate was signed by the Company.

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