Representations and Warranties of Holder and the Company Sample Clauses

Representations and Warranties of Holder and the Company. (a) Holder represents and warrants to the Company as follows: (i) that this Agreement constitutes the legal, valid and binding obligation of Holder, enforceable in accordance with its terms, and that the execution, delivery, and performance of this Agreement by Holder does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which Holder is a party or any judgment, order, or decree to which Holder is subject; (ii) that Holder believes that Holder has received all the information Holder considers necessary in connection with his execution of this Agreement, that Holder has had an opportunity to ask questions and receive answers from the Company and Holder’s independent counsel regarding the terms, conditions, and limitations set forth in this Agreement and the business, properties, prospects, and financial condition of the Company and its Subsidiaries and to obtain additional information (to the extent the Company possesses such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Holder or to which Holder had access; and (iii) that Holder understands that the Class B Common Units are not registered under the Securities Act on the ground that registration is not applicable or the grant provided for in this Agreement and the issuance of securities or rights hereunder is exempt from registration under the Securities Act pursuant to section 4(2) thereof or pursuant to Rule 701 promulgated thereunder. (b) The Company represents and warrants to Holder that this Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable in accordance with its terms, and that the execution, delivery, and performance of this Agreement by the Company does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which the Company is a party or any judgment, order, or decree to which the Company is subject.
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Representations and Warranties of Holder and the Company 
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Related to Representations and Warranties of Holder and the Company

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • Representations and Warranties of Holder Holder hereby represents and warrants to the Purchaser and the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • Representations and Warranties of Holdings Holdings represents and warrants to Buyer as set forth below:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

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