Representations and Warranties of Buyer and Seller. Each party hereto makes to the other party hereto the representations and warranties contained in Sections 3(a) and 3(c) of the 1992 ISDA Master Agreement (Multicurrency – Cross Border), as published by the International Swap Dealers Association, Inc., and each reference therein to “a Transaction” shall be deemed to be a reference to the Transaction, each reference therein to “this Agreement” shall be deemed to be a reference to this Agreement and any reference therein to any “Credit Support Document” shall be deemed to have been deleted with respect to Buyer and shall be deemed to be a reference to the Guarantee with respect to Seller.
Representations and Warranties of Buyer and Seller. Seller represents and warrants as of the date hereof to Buyer, as follows:
Representations and Warranties of Buyer and Seller. Each of Buyer and Seller represents and warrants to the other Party that, as of the date hereof:
(a) it is a company duly organized and validly existing under the law of its jurisdiction of organization, and has all requisite company power, capacity and authority to own its assets and to conduct its business as currently conducted and to perform its obligations under this Agreement;
(b) all requisite company action to authorize the execution, delivery and performance by such Party of this Agreement has been taken;
(c) the execution, delivery and performance by such Party of this do not and will not (i) conflict with any provision of its constitutive or organizational documents, and (ii) contravene or violate any Law applicable to such Party;
(d) this Agreement has been duly and validly executed and delivered by such Party and constitutes the legal, valid, and binding obligation of such Party, enforceable against it in accordance with the terms hereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally; and
(e) there is no pending or, to the knowledge of such Party, threatened action, suit or proceeding affecting such Party before any court, Governmental Authority or arbitrator that could reasonably be expected to adversely affect its ability to perform its obligations under this Agreement or affect the legality, validity, and enforceability of this Agreement.
Representations and Warranties of Buyer and Seller. The Buyer and the Seller hereby severally represent and warrant to the Escrow Agent that:
7.1 No party other than the parties hereto have, or shall have, any lien, claim or security interest in the Escrow Amount or any part thereof.
7.2 All of the information contained in this Agreement is, as of the date hereof, and will be, at the time of any disbursement of the Escrow Amount, true and correct.
Representations and Warranties of Buyer and Seller. Each of Buyer and Seller hereby represents and warrants as to itself that this Amendment, and any other agreements or instruments executed or to be executed by it as contemplated hereby, have been duly authorized, executed and delivered by such party, and each of its obligations hereunder constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or law).
Representations and Warranties of Buyer and Seller. Each of Buyer and Seller warrants that it is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction and has all corporate power and authority to make and perform its respective obligations under this Agreement. This Agreement has been duly authorized and, upon execution and delivery by Buyer and Seller, is a valid and binding obligation of Buyer and Seller enforceable against them in accordance with its terms.
Representations and Warranties of Buyer and Seller. Except as otherwise set forth in a disclosure schedule delivered by Buyer at the time this Agreement is executed (the "Buyer Disclosure Schedule"), Buyer hereby makes the following representations and warranties to Seller and the Principal, as of the date hereof and as of the Closing Date.
Representations and Warranties of Buyer and Seller. Each of Buyer and Seller represents and warrants to the other that:
3.1.1 except as described in this Agreement, it is not subject to any contract, agreement or any other restriction of any kind, and does not know of any contract, agreement or any other restriction of any kind, which would prevent the consummation of the transactions contemplated by this Agreement;
3.1.2 it is a corporation or limited liability company, duly formed and presently existing under the laws of the state of its incorporation or formation, and will, at all times during the term of this Agreement, have adequate power and authority to make and carry out this Agreement, and is qualified to do business in the State of California;
3.1.3 its execution, delivery and performance of this Agreement have been and are duly authorized by its organizational documents and do not require the consent or approval of any governmental body or regulatory authority or other entity, are not in contravention or conflict with any applicable law or regulation or any term or provision of its organizational documents, and that this Agreement is a valid, binding and legally enforceable obligation in accordance with its terms, subject to bankruptcy, insolvency and similar laws and general principals of equity; and
3.1.4 except as described in this Agreement, as of the date hereof it has not sold, assigned, transferred, hypothecated, pledged, encumbered or otherwise disposed of all or any portion of its rights or interest in the Company. Seller hereby represents and warrants to Buyer that Seller is the sole owner of Seller's Membership Interest in the Company, free and clear of any lien, encumbrance, security interest or claim.
Representations and Warranties of Buyer and Seller. 13 6.1 Buyer's Representations and Warranties.................................................................13 6.2 Seller's Representations and Warranties................................................................14 7. COVENANTS...............................................................................................14 7.1
Representations and Warranties of Buyer and Seller. Buyer and Seller each represent and warrant to the other that each is duly incorporated and in good standing under the laws of its jurisdiction of incorporation with complete authority to enter into the subject transaction. Furthermore, each represents, warrants and agrees that it will take any and all action necessary to approve, and/or ratify the subject transaction, including, but not limited to any necessary corporate resolutions. Each Party represents and warrants that is has the authority to enter and sign this Agreement.
