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REPRESENTATIONS AND WARRANTIES OF PARENT AND OFFEROR Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PARENT AND OFFEROR. Parent and Offeror hereby make to Goldbelt the representations and warranties set out in Schedule B to this Agreement, and acknowledge that Goldbelt is relying upon these representations and warranties in connection with the entering into of this Agreement.
REPRESENTATIONS AND WARRANTIES OF PARENT AND OFFERORThe Offeror and Parent hereby jointly and severally represent and warrant to each of the Sellers as follows, and acknowledge that each of the Sellers is relying upon these representations and warranties in connection with the entering into of this Agreement: (a) Parent is a corporation validly existing under the Laws of the State of Delaware. The Offeror is a corporation validly existing under the Laws of Canada. Each of Parent and the Offeror has the right, power and authority to conduct its business as conducted at the date of this Agreement. (b) Each of the Offeror and Parent has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by each of the Offeror and Parent and the consummation of the transactions contemplated by this Agreement have been duly authorized as necessary by the boards of directors of Parent and the Offeror and no other corporate proceedings on the part of either Parent or the Offeror are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Offeror and Parent and constitutes a valid and binding obligation of each of the Offeror and Parent, enforceable by the Sellers against each of the Offeror and Parent in accordance with its terms, provided that enforcement may be limited by: (i) bankruptcy, insolvency and other similar Laws of general application affecting the enforcement of creditors' rights generally, and (ii) specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction. (c) The execution and delivery by each of the Offeror and Parent of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer will not violate, conflict with or result in a breach of any provision of (i) the constating documents of Parent or the Offeror; (ii) any Law to which Parent or the Offeror is subject or by which Parent or the Offeror is bound; or (iii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence, franchise or permit to which Parent or the Offeror is a party or by which Parent or Offeror is bound, other than, with respect to (ii) or (iii) above, such violations, conflicts or breaches which will not, individually or in the aggregate, prevent or materially delay the consummation of the transact...

Related to REPRESENTATIONS AND WARRANTIES OF PARENT AND OFFEROR

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholders as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant 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 A. Redeveloper represents and warrants to City as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • Representations and Warranties of Loan Parties Each of the Loan Parties represents and warrants, as of the Amendment Effective Date, as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties set forth in Article V of the Credit Agreement shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct (subject to the materiality qualifications set forth therein) and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, and except that for purposes of this Section 3.2(d), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively. (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. (g) The Loans and other amounts payable by Borrower pursuant to the Credit Agreement are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

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