REPRESENTATIONS AND WARRANTIES OF EACH SELLER Sample Clauses

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

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller, as to itself, represents, warrants and covenants to the Purchaser that as of each Funding Date or as of such date specifically provided herein:

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents and warrants, severally and not jointly, to Buyer as follows: (a) If such Seller is a not an individual, such Seller is duly organized, validly existing and in good standing under the law of its state of formation and has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stock...

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller, severally but not jointly, represents and warrants as to itself to Purchaser as follows as of the date hereof and the Closing Date:

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller, as to itself, represents, warrants and covenants to the Purchaser that as of each Funding Date and, with respect to any securitization, as of the related cut-off date specified in the related trust agreement with respect to such securitization (and modified, if necessary, to reflect changes due to events that may have occurred from the applicable Funding Date through the closing date of the securitization) or as of such date specifically provided herein:

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each of the Sellers, severally and not jointly, represents and warrants to Buyer as follows with respect to herself:

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller, on its own behalf and not with respect to any other Seller, represents and warrants to Buyer as of the date hereof and as of the Closing Date that:

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller represents and warrants the following as of the Closing Date: 5.1 The Seller has the full power and authority, corporate and otherwise, to enter into this Purchase Agreement and to assume and perform its obligations hereunder. The execution and delivery of this Purchase Agreement and the performance by the Seller of its obligations hereunder have been duly authorized by the board of directors of each Seller and by Integra, as the sole shareholder of Rystan, and no further action or approval, corporate or otherwise, is required in order to constitute this Purchase Agreement as a binding and enforceable obligation of the Seller. 5.2 The execution and delivery of this Purchase Agreement and the performance by the Seller of its obligations hereunder do not and will not violate any provision of the Certificate of Incorporation or By-laws of the Seller and do not and will not conflict with or result in any breach of any condition or provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Assets by reason of the terms of, any contract, mortgage, lien, lease, agreement, indenture, instrument, judgment or decree to which the Seller is a party or which is or purports to be binding upon the Seller, or which affects or purports to affect any of the Assets. 5.3 No action, approval, consent or authorization, including but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau or instrumentality is necessary as to the Seller in order to constitute this Purchase Agreement as a binding and enforceable obligation of the Seller in accordance with its terms and to consummate the transactions contemplated hereby, and this Purchase Agreement is the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms. 5.4 No action, suit, claim, notice of violation, investigation or proceedings, whether legal or administrative or in mediation or arbitration, is pending or, to Seller's knowledge, threatened, at law or in equity or admiralty, before or by any court or federal, state, municipal or other governmental department, regulatory body, commission, board, bureau, agency or instrumentality, against, pertaining to or affecting the Assets or in which an unfavorable judgment, decree or order would restrain, prohibit, invalidate, set aside, rescind, prevent, or make...

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller by its acceptance hereof represents and warrants as follows and acknowledges that the Offeror is relying upon such representations and warranties in connection with entering into this agreement and the purchase by the Offeror of the Subject Shares: (a) such Seller is the beneficial owner of the Subject Shares and Options listed on Schedule A thereto beside such Seller's name and such Seller is the registered owner of such Subject Shares and Options (or the nominee of such Seller identified in Schedule A) or will become the registered owner of such Subject Shares not later than the time at which they are tendered to the Offer; (b) except as disclosed in writing to BCE, (i) such Seller has the sole right to sell and vote (to the extent permitted by the attributes of such shares or pursuant to applicable law, regulation or policy) all the Subject Shares held by such Seller and (ii) all the Subject Shares and Options held by such Seller are now, and at the time at which the Offeror takes up and pays for the Subject Shares will be, beneficially owned by such Seller with a good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands of any nature or kind whatsoever (collectively, "Encumbrances") and are and will be issued and outstanding as fully paid and non-assessable shares in the capital of the Company. To the extent that any Subject Shares are subject to Encumbrances, the Seller is not in breach of any covenant, term or condition of any agreement or instrument pursuant to which such Encumbrance was created or granted; (c) except as disclosed in writing to BCE, no person, firm or corporation has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from such Seller of any of the Subject Shares or Options owned by such Seller or any interest therein or right thereto, except the Offeror pursuant hereto; (d) except as disclosed in writing to BCE, none of the execution and delivery by such Seller of this agreement or the completion of the transactions contemplated hereby or the compliance by such Seller with such Seller's obligations hereunder will result in a breach of: (i) if such Seller is a corporation, the constating documents of such Seller; or (ii) any agreement or instrument to which such Seller is a par...

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller represents to the Purchaser that: