REPRESENTATIONS AND WARRANTIES OF PURCHASER     9 Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PURCHASER     9. 5.1 Organization and Good Standing 9 5.2 Authorization of Agreement 9 5.3 Conflicts; Consents of Third Parties 9 5.4 Ownership and Transfer of New Dura Shares 10 5.5 Litigation 10 5.6 Capitalization of New Dura 10 5.7 Subsidiaries of New Dura 11 5.8 Litigation 11 5.9 Compliance with Laws; Permits 11 6.1 Taxes 12 6.2 Further Conveyance and Assumptions 12 6.3 Bulk Sales Laws 12 6.4 Submission to Jurisdiction; Consent to Service of Process 12 6.5 Agreement Not To Liquidate 13 7.1 Survival of Representations, Warranties and Covenants 13 7.2 Payment of Taxes 13 7.3 Expenses 13 7.4 Entire Agreement; Amendments and Waivers 13 7.5 Governing Law 14 7.6 Notices 14 7.7 Severability 14 7.8 Binding Effect; Assignment 14 7.9 Non-Recourse 15 7.10 Counterparts 15 7.11 No Third Party Beneficiaries 15 7.12 Conflicts Between Transaction Documents 15 Schedule 4.3(a) Seller No Conflicts Schedule 4.3(b) Seller Consents Schedule 5.3(a) Purchaser No Conflicts Schedule 5.3(b) Purchaser Consents Schedule 5.6(b) New Dura Capitalization Schedule 5.7(a) New Dura Subsidiaries Schedule 5.7(b) Liens of New Dura Subsidiaries This ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of June 27, 2008, by and between New Dura Opco, Inc., a Delaware corporation (“Purchaser”), and Old Dura, Inc. (f/k/a Dura Automotive Systems, Inc.), a Delaware corporation (“Seller”).
Sample 1
REPRESENTATIONS AND WARRANTIES OF PURCHASER     9. Section 4.1. Corporate Status 9 Section 4.2. Validity 9 Section 4.3. Consents 10 Section 4.4. Broker Fees 10 Section 4.5. Resources 10 Section 4.6. Investigation 10 Section 5.1. Closing Documents 10 Section 5.2. Matters Requiring Notice 10 Section 5.3. Supplement to Disclosure Schedules 11 Section 5.4. Access to Information/Confidentiality/Preservation of Books and Records 11 Section 5.5. Disclaimer of Additional Warranties 12 Section 5.6. Required Approvals 12 Section 5.7. Publicity 13 Section 5.8. Certain Matters Relating to Seller Employees 13 Section 5.9. Accounts Receivable 14 Section 5.10. Preservation of the Business and the Included Assets 14 Section 6.1. Conditions for Purchaser 14 Section 6.2. Conditions for Seller 15 Section 7.1. Closing Arrangements 16 Section 7.2. Seller’s Deliveries 16 Section 7.3. Purchaser’s Deliveries 17 Section 7.4. Tax Matters 18 Section 8.1. Sale Process 18 Section 8.2. Certain Bankruptcy Undertakings 18 Section 9.1. Termination 19 Section 9.2. Purchase Price Deposit and Escrow Amount 20 Section 9.3. Certain Effects of Termination 20 Section 9.4. Remedies 20 Section 9.5. Right to Monetary Damages 21 Section 10.1. Survival 21 Section 10.2. Relationship of the Parties 22 Section 10.3. Amendment of Agreement 22 Section 10.4. Notices 22 Section 10.5. Fees and Expenses 23 Section 10.6. Governing Law; Jurisdiction; Service of Process 23 Section 10.7. Waiver of Right to Trial by Jury 23 Section 10.8. Further Assurances 24 Section 10.9. Entire Agreement 24 Section 10.10. Waiver 24 Section 10.11. Assignment 24 Section 10.12. Successors and Assigns 24 Section 10.13. No Third Party Beneficiaries 24 Section 10.14. Severability of Provisions 24 Section 10.15. Counterparts 24 Section 10.16. Specific Performance 25 This Asset Purchase Agreement (this “Agreement”), dated as of September 23, 2011 (the “Execution Date”), is by and between LocatePLUS Holdings Corporation, a Delaware corporation, Employment Screening Profiles, Inc., a Florida corporation, and Worldwide Information, Inc., a Delaware corporation (collectively, the “Seller”), and LPHC Acquisition Partners LLC, a Delaware limited liability company (the “Purchaser”). In this Agreement, Seller and Purchaser are hereinafter collectively referred to as the “Parties.”
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF PURCHASER     9

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

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

  • 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 THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers 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 Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!