Representations and Warranties of Companies and Sellers Sample Clauses

Representations and Warranties of Companies and Sellers. The representations and warranties of the Companies and the Sellers set forth in this Agreement shall be true and correct in all respects on and as of the date hereof and as of the Closing Date as if made on and as of such date or, if made as of a specific date, as of such date; provided, that for purposes of this Section 9.1, such representations and warranties shall be deemed true and correct in all respects to the extent that, after removing concepts of Material Adverse Effect or materiality from all such individual representations and warranties, the aggregate effect of any inaccuracies in all such representations and warranties as of the applicable times does not and would not reasonably be expected to be material to the Companies taken as a whole; but provided, further, that the foregoing proviso shall not apply to the representations and warranties relating to the capitalization of the Companies set forth in Section 4.1.
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Representations and Warranties of Companies and Sellers. Subject to such exceptions, which exceptions shall constitute representations and warranties of Company and Sellers hereunder, as are specifically disclosed in the disclosure schedule (referencing the appropriate section, subsection, paragraph and subparagraph numbers of this Agreement to which the information stated in such disclosure is related, and such other sections, subsections, paragraphs or subparagraphs of this Agreement to the extent a matter is disclosed in such a way as to make its relevance to the information called for by such other section, subsection, paragraph or subparagraph readily apparent based solely on the substance of such disclosure) supplied by the Companies and Sellers to Buyer (the “Disclosure Schedule”) and dated as of the date hereof, each Company and each Seller, hereby represents and warrants to Buyer that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing (as though made at the Closing); provided, that the representations and warranties made as of a specified date will be true and correct as of such date. The representations and warranties of Sellers in this Article III shall be several (and not joint), except that the Sellers agree that they shall be jointly and severally liable for breaches of such representations and warranties if such breaches result from or are caused by the fraud or intentional misconduct of any Company or Seller.
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Representations and Warranties of Companies and Sellers. As a material inducement to Buyer entering into this Agreement and knowing and acknowledging that Buyer is relying upon the same, the Companies and Sellers, jointly and severally, hereby make, as of the Effective Date, the following representations and warranties to Buyer.
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Representations and Warranties of Companies and Sellers. Each Company and Sellers represent and warrant to Purchaser as of the date hereof and on the Closing Date as follows, subject to the exceptions set forth in the Companies and Sellers Disclosure Schedule, which shall be deemed to qualify all applicable representations and warranties under this Agreement where specifically cross-referenced as pertaining thereto.
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Related to Representations and Warranties of Companies and Sellers

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

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company 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 BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company 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”):

  • 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 PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

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