REPRESENTATIONS AND WARRANTIES OF ENCORE Sample Clauses
REPRESENTATIONS AND WARRANTIES OF ENCORE enCore represents and warrants to and in favour of Xxxxxx as follows and acknowledges that Azarga is relying upon these representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement and other transactions contemplated herein:
REPRESENTATIONS AND WARRANTIES OF ENCORE. Encore represents, warrants and covenants to LLUMC that:
REPRESENTATIONS AND WARRANTIES OF ENCORE. 35
1.1 Representations and Warranties of enCore 35 1.2 Survival of Representations and Warranties 49
REPRESENTATIONS AND WARRANTIES OF ENCORE. As a material inducement to the Sellers to execute this Agreement and consummate the transactions contemplated hereby, Encore hereby represents and warrants to the Sellers that the statements contained in this Article 5 are correct and complete as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF ENCORE. Encore represents and warrants to GMAC-RFC that:
REPRESENTATIONS AND WARRANTIES OF ENCORE. Except for exclusions as to the representations or warranties made herein as set forth in the Encore Disclosure Schedule dated as of the date of this Agreement and delivered to HCAC prior to the execution of this Agreement or as updated pursuant to the provisions of Section 6.01(c) hereof, Encore hereby represents and warrants to HCAC as follows:
REPRESENTATIONS AND WARRANTIES OF ENCORE. Encore represents and warrants to Xxxxx as follows:
(a) Encore and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Encore and each of its subsidiaries is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except jurisdictions in which the failure to qualify, in the aggregate, will not have a material adverse effect upon Encore and its subsidiaries taken as a whole.
(b) This Agreement has been duly executed by Encore and, upon receipt of the consents referred to in Paragraph 2.3(e), is authorized by all necessary corporate action on the part of Encore, and is a valid and binding agreement of Encore, enforceable against Encore in accordance with its terms. Encore has all corporate power and authority necessary to enable it to carry out the transactions contemplated by this Agreement, upon receipt of the consents referred to in Paragraph 2.3(e). Neither the execution or delivery by Encore of this Agreement or any document contemplated by this Agreement nor the consummation by Encore of the transactions contemplated by this Agreement or any document contemplated by this Agreement will violate, result in a breach of, constitute a default under, or give any party other than Encore or a subsidiary of Encore the right to terminate, or modify the rights or obligations of Encore or any of its subsidiaries under, (i) subject to receipt of the consents referred to in Paragraph 2.3(e), any agreement or instrument to which Encore or any of its subsidiaries is a party or by which any of them is bound, (ii) any statute, ordinance or other law to which Encore or any of its subsidiaries is subject, (iii) any rule or regulation of any governmental agency having jurisdiction over Encore or any of its subsidiaries, (iv) any license, permit or other governmental authorization held by Encore or any of its subsidiaries, or (v) any order or decree of any court or governmental agency having jurisdiction over Encore or any of its subsidiaries or any of their assets.
(c) Except as disclosed on EXHIBIT 3.1-C, no governmental filings, authorizations, approvals or consents, or other governmental action, are required to permit Encore to fulfill all its obligations under this Agreement or any document contemplated by this Agreement.
(d) When executed and delivered at the Closing, the Stockholders Agreement Amendment, the Second Am...