REPRESENTATIONS AND WARRANTIES OF HOLDCO, AFFILIATED COMPANIES AND SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF HOLDCO, AFFILIATED COMPANIES AND SHAREHOLDERS. Except as disclosed in a document referring specifically to this Agreement (the "NASRA Disclosure Schedule") which has been delivered to HCCH on or before the date hereof, each of Holdco, each Affiliated Company and each Shareholder (severally and not jointly) represents and warrants to HCCH as set forth below (it being agreed that the disclosure on the NASRA Disclosure Schedule of the existence of any document or fact or circumstance or situation relating to any representations, warranties, covenants or agreements in any section of this Agreement shall be automatically deemed to be disclosure of such document or fact or circumstance or situation for purposes of all other representations, warranties, covenants and agreements in this Agreement):
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Related to REPRESENTATIONS AND WARRANTIES OF HOLDCO, AFFILIATED COMPANIES AND SHAREHOLDERS

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

  • Representations and Warranties of Shareholder Shareholder represents and warrants to Buyer that:

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

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • Representations and Warranties of Holdco HoldCo hereby represents and warrants to the Investors that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on HoldCo’s part and do not contravene any provision of HoldCo’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on HoldCo or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by HoldCo have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by HxxxXx and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than HoldCo) constitutes a legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, subject to the Enforceability Exceptions.

  • Representations and Warranties of Holdings Holdings hereby represents and warrants as follows:

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

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

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

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