REPRESENTATIONS AND WARRANTIES OF ACQUIRORS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF ACQUIRORS. In order to induce the Selling Group to enter into this Agreement and to sell the Purchased Assets, each of the Acquirors represents and warrants to the Selling Group all of the matters set forth in this ARTICLE IV; any exceptions to such representations and warranties shall be set forth in a Disclosure Schedules specifying in each case to which section of ARTICLE IV such exceptions apply.
Sample 1Sample 2Sample 3See All (4)
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REPRESENTATIONS AND WARRANTIES OF ACQUIRORS. Acquirors represent and warrant, jointly and severally, to Sellers as follows:
Sample 1Sample 2Sample 3See All (4)
REPRESENTATIONS AND WARRANTIES OF ACQUIRORS. Except as set forth in the Acquiror Disclosure Schedules, the Acquirors hereby jointly and severally represent and warrant to the Seller as follows:
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF ACQUIRORS. Acquirors represent and warrant to Seller as of the date hereof and, except for any representations and warranties that speak as of a different specified date, as of the Closing as follows:
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF ACQUIRORS. 22 4.1 Organization and Qualification Of . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 ---------------------------------- 4.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 ------------- 4.3 No Conflicting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ------------------------- 4.4 Compliance with Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ------------------------------ 4.5 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ---------------------- 4.6 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ------------ 4.7 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ---------- 4.8 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ------- 4.9 Financial Statements and Periodic Reports . . . . . . . . . . . . . . . . . . . . . . . . . 24 ----------------------------------------- 4.10 Absence of Undisclosed or Contingent Liabilities . . . . . . . . . . . . . . . . . . . . . 25 ------------------------------------------------ 4.11 No Material Adverse Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 --------------------------- 4.12 Absence of Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 ----------------------- 4.13 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ----------- 4.14 Tax Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 ----------- 4.15 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 --------- 4.16 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 ---------------------- 4.17 Employee Health and Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 -------------------------- 4.18 Representations as to Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 -------------------------------
Sample 1
REPRESENTATIONS AND WARRANTIES OF ACQUIRORS. Acquirors represent and warrant to High Performance and Shareholders that the statements contained in this Article IV are true, correct and complete as of the date of this Agreement and will, except as otherwise expressly provided in this Agreement, be true, correct and complete on the Closing Date. Acquirors represent and warrant as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF ACQUIRORS. Each of Acquiror 1 and Acquiror 2 represents and warrants to Targets that the statements contained in this ss.3 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 ss.3). (a) Organization of Acquiror 1 and Acquiror 2. Each of Acquiror 1 and Acquiror 2 is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.
Sample 1
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REPRESENTATIONS AND WARRANTIES OF ACQUIRORS. In order to induce Selling Group to enter into this Agreement and to sell the Purchased Assets, each of the Acquirors represents and warrants to Selling Group all of the matters set forth in this ARTICLE IV; any exceptions to such representations and warranties shall be set forth in a Disclosure Schedules specifying in each case to which section of ARTICLE IV such exceptions apply. Any disclosure specifically identified in any section of the Disclosure Schedules shall be deemed disclosed on all applicable schedules of the Disclosure Schedules.
Sample 1
REPRESENTATIONS AND WARRANTIES OF ACQUIRORS. Each Acquiror, individually represents and warrants to Civitas that:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF ACQUIRORS

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

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