REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND OWNERS. Holdings, and the Owners, jointly and severally, represent and warrant to Parent and Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND OWNERS Sample Clauses
Related to REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND OWNERS
Representations and Warranties of Holdings Holdings hereby represents and warrants 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 Holders Each Holder, severally and not jointly, hereby represents and warrants as follows:
Representations and Warranties of Holder Holder represents and warrants to the Company as follows:
Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:
Representations and Warranties of Parties Each of the parties to this Agreement hereby represents and warrants to each of the other parties of this Agreement, each of which is deemed to be a separate representation and warranty, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser 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 the Company The Company represents and warrants to each Underwriter that:
