Representations and Warranties of Baxter Sample Clauses

Representations and Warranties of Baxter. 7.1 Baxter represents and warrants that the information provided in writing by Baxter specifically for use in the Private Placement Memorandum, as updated by Baxter from time to time, does not, at the time it is furnished to the Company for use in the Private Placement Memorandum or at the time of the Private Placement Closing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Except as specifically set forth in the previous sentence, Baxter makes no representation or warranty with respect to the Private Placement Memorandum. 7.2 Baxter further represents and warrants to the Company as follows: 7.2.1 This Put Agreement has been duly authorized, executed and delivered by Baxter and constitutes the valid and legally binding obligation of Baxter enforceable against it in accordance with its terms. 7.2.2 The execution, delivery and performance of this Put Agreement and the purchase by Baxter of the Put Stock upon the exercise by the Holder of the Put Right in accordance with the terms of the Put Right Certificate will not violate or constitute a default under any term of the charter or by-laws of Baxter or any term of any agreement, document, instrument, judgment, decree, order, law, statute, rule or regulation applicable to Baxter or any of its properties and assets. 7.2.3 Other than any notification that may be required under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in connection with the purchase by Baxter of the Put Stock, no consent, approval or authorization of, or declaration or filing with, or other action by, any Person (including, without limitation, any governmental authority) is required, in any such case that is applicable to Xxxxxx, as of the date hereof as a condition precedent to the valid execution, delivery and performance by Baxter of this Put Agreement and/or the purchase by Baxter of the Put Stock upon the exercise by the Holder in accordance with the terms of the Put Right Certificate. In the event that any notification is required under the HSR Act in connection with the purchase by Baxter of the Put Stock, or in the event any other consent, approval or authorization of, or declaration or filing with, or other action by, any person (including, without limitation, any governmental authority) is required aft...
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Representations and Warranties of Baxter. 30 Section 7.1
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Representations and Warranties of Baxter 
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Related to Representations and Warranties of Baxter

  • Representations and Warranties of Bank Bank warrants and represents to FTDI and the Funds that: a) Bank is a "bank" as defined in section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "1934 Act");

  • Representations and Warranties of Party A Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

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