REPRESENTATIONS AND WARRANTIES OF NEWCO AND PURCHASER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF NEWCO AND PURCHASER. Each of Newco, Purchaser, and REG hereby represents and warrants to the Company that, except as set forth in the disclosure schedule (with specific reference to the Section or subsection of this Agreement to which the information stated in such disclosure schedule relates) delivered by Newco, REG and Purchaser to the Company simultaneously with the execution of this Agreement (the “Newco Disclosure Schedule”):
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REPRESENTATIONS AND WARRANTIES OF NEWCO AND PURCHASER. Purchaser, Newco and Xxxxx hereby, jointly and severally, represent and warrant to each Stockholder that (a) Newco and Purchaser have all requisite corporate power to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by each of Newco and Purchaser have been duly authorized by all necessary corporate action on the part of Newco and Purchaser; and (c) this Agreement has been duly executed and delivered by each of Newco and Purchases and, assuming its due authorization, execution and delivery by each Stockholder, constitutes a legal, valid and binding obligation of each of Newco and Purchaser, enforceable against Newco and Purchaser in accordance with its terms.
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REPRESENTATIONS AND WARRANTIES OF NEWCO AND PURCHASER. Subject to such exceptions as are specifically disclosed in writing in the Purchaser Disclosure Schedule (which will be arranged in a manner corresponding to the number and lettered paragraphs contained in this Article V), and as of the Agreement Date, Newco and the Purchaser hereby jointly and severally represent and warrant to the Company and the Sellers, as follows:
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REPRESENTATIONS AND WARRANTIES OF NEWCO AND PURCHASER. Newco and the Purchaser hereby jointly and severally represent and warrant to the Company and Sellers, subject to such exceptions as are specifically disclosed in writing in the Purchaser's Disclosure Schedule (which shall be arranged in paragraphs corresponding to the number and lettered paragraphs contained in this Article V and shall qualify only the corresponding representations in this Article V and any other section hereof where it is reasonably clear, upon a reading of such disclosure without any independent knowledge on the part of the reader regarding the matter disclosed, that the disclosure is intended to apply to such other section), as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF NEWCO AND PURCHASER

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

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

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