REPRESENTATIONS AND WARRANTIES OF EACH KEY SHAREHOLDER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF EACH KEY SHAREHOLDER. Each Key Shareholder represents and warrants to the Purchaser, with respect to itself only, as follows: (a) Such Key Shareholder holds of record and owns beneficially the number of Company Shares and Options set forth opposite its name in Section 7.2 of the Confidential Disclosure Document. Such Key Shareholder has good and marketable title to the Company Shares and Options held by it. The Company Shares and Options held by such Key Shareholder are now, and will on Closing be transferred to the Purchaser, free and clear of all liens, encumbrances, security interests, restrictions on transfer, Taxes, options, warrants, purchase rights, contracts, commitments, equities, claims, demands or other interests of third parties of any nature whatsoever. (b) Except as set out in Section 8.1(b) of the Disclosure Schedule, such Key Shareholder is not a party to any option, warrant, purchase right or other contract or commitment that could require such Key Shareholder to sell, transfer or otherwise dispose of any of the Company Shares or Company Options to another person as a consequence of entering into this Agreement or otherwise. (c) This Agreement and all agreements and other documents to be entered into by such Key Shareholder in connection herewith have been duly executed and delivered by, and constitute legal, valid and binding obligations of, such Key Shareholder, enforceable against such Key Shareholder in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, preference and other laws relating to or affecting enforcement of creditors' rights generally. (d) Except as set out in Sections 8.1(b) and 8.1(d) of the Disclosure Schedule, neither the execution and delivery of this Agreement and the other agreements and documents to be entered into in connection herewith nor the completion of the sale and transfer of the Company Shares and Options in accordance with the provisions hereof and of the Offer nor the consummation of the other transactions contemplated hereunder and thereunder or under such other agreements and documents will result in or constitute any of the following: (i) a conflict with, violation of or default under, or any event that, with notice or lapse of time or both would be a default, breach or violation of any agreement, instrument or document to which such Key Shareholder is a party or by which it is bound; (ii) the creation or imposition of any lie...
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Related to REPRESENTATIONS AND WARRANTIES OF EACH KEY SHAREHOLDER

  • Representations and Warranties of Each Stockholder Each Stockholder hereby severally, and not jointly, represents and warrants to Parent and Purchaser (as to such Stockholder) as follows:

  • Representations and Warranties of Each Shareholder Each Shareholder jointly and severally hereby represents and warrants to Parent as follows:

  • REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR Each Investor represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF EACH SELLER Each Seller, severally and not jointly, represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER Each Purchaser, severally and not jointly, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein in which case they shall be accurate as of such date):

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent 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 Each Fund Each Fund hereby severally and not jointly represents and warrants that each of the following shall be true, correct and complete with respect to each Fund at all times during the term of this Agreement: (i) the Fund is duly organized under the laws of its jurisdiction of organization and is registered as an open-end management investment company under the 1940 Act; and (ii) the execution, delivery and performance by the Fund of this Agreement are (w) within its power, (x) have been duly authorized by all necessary action, and (y) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (B) violate any provision of the Fund's corporate charter, Declaration of Trust or other organizational document, or bylaws, or any amendment thereof or any provision of its most recent Prospectus or Statement of Additional Information.

  • Representations and Warranties of Each Party Each of ICN and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

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