Representations and Warranties of Purchaser and Guarantor. Except as disclosed in the corresponding schedules attached hereto (it being understood and agreed by the Parties that disclosure of any item in any such schedule shall be deemed disclosed with respect to each other such schedule to which the relevance of such item is reasonably apparent on the face of such schedule), Purchaser and Guarantor, jointly and severally, hereby represent and warrant to Seller the following, as of the date of this Agreement and as of the Closing Date:
Representations and Warranties of Purchaser and Guarantor. Purchaser and Guarantor hereby represent and warrant to Shareholder as follows, and acknowledge that Shareholder is relying upon such representations and warranties in entering into this Agreement that:
Representations and Warranties of Purchaser and Guarantor. Each of Purchaser and Guarantor represents and warrants to Seller as follows (which representations and warranties shall be deemed repeated on each date on which a Deal Sheet is executed by Purchaser):
Representations and Warranties of Purchaser and Guarantor. Section 5.01 Each of Purchaser and Guarantor hereby jointly represents and warrants to Seller as follows:
(a) Such entity is a limited partnership that is duly organized, validly existing and in good standing under the laws of the state of Delaware. Such entity has full power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement, the performance of such entity’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary proceedings on its part.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict or violate any provision of such entity’s organizational documents and do not and will not conflict with or constitute a breach of any term, default or permit acceleration of maturity under any instrument, agreement or document to which such entity is a party or by which it is bound, or require any notice or consent under any law, or regulation, judgment or order of any court applicable to such entity.
(d) This Agreement has been duly executed and delivered by such entity, and, assuming the due execution hereof by Seller, this Agreement constitutes such entity’s legal, valid and binding obligation.
Section 5.02 Purchaser and Guarantor hereby jointly represent and warrant to Seller that (i) Purchaser is purchasing the Subject Shares for investment and not with a view to any public resale or other distribution thereof, except in compliance with applicable securities laws; (ii) Purchaser’s financial condition and investments are such that it is in a position to bear the economic risks of the investment and withstand the complete loss of the investment; (iii) Purchaser has extensive knowledge and experience in financial and business matters and has the capability to evaluate the merits and risks of an investment in the Subject Shares.
Representations and Warranties of Purchaser and Guarantor. As a material inducement for Seller to enter into this Agreement, each of Purchaser and Guarantor (each for itself and for the other Purchaser Party), represents to Seller, as of the Effective Date and each Closing Date, as follows:
Representations and Warranties of Purchaser and Guarantor. Each of Purchaser and Guarantor, as to itself, represents and warrants to Three E and AJG as follows:
(a) The execution, delivery and performance of this Agreement and all other agreements, instruments, certificates and documents, if any, to be executed and delivered to Three E, Xxxxx Xxxxx or AJG, as the case may be, pursuant to the terms hereof (the “Additional Documents”) by Purchaser or Guarantor, as the case may be, have been duly authorized by all requisite action of Purchaser or Guarantor, as the case may be, and this Agreement and the Additional Documents are valid and binding obligations of Purchaser or Guarantor, as the case may be, enforceable against Purchaser or Guarantor, as the case may be, in accordance with their respective terms except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors rights and by the availability of injunctive relief, specific performance and other equitable remedies.
(b) There is no litigation, dispute or proceeding pending, or to Purchaser’s or Guarantor’s knowledge, threatened, against or relating to Purchaser or Guarantor and which would have a material adverse effect on Purchaser’s or Guarantor’s ability to perform its obligations hereunder (including without limitation in each such case, any proceeding before any federal, state or municipal department, board, bureau, agency or instrumentality).
(c) Each of Purchaser and Guarantor is a valid and existing entity of the type specified elsewhere herein, organized under the laws of the jurisdiction specified elsewhere herein and has the requisite power and authority to enter into and to perform the terms of this Agreement and each of the Additional Documents.
(d) Except for any consent or waiver listed in Schedule 6(d), no consents, approvals, orders or authorizations of any federal, state or local governmental commission, board, agency, authority or other regulatory body, or any nongovernmental third party, are required for Purchaser’s or Guarantor’s execution, delivery and performance of this Agreement or any of the Additional Documents.
(e) There are no court (or other governmental entity) judgments, orders, or decrees of any kind against Purchaser or Guarantor which are unpaid or unsatisfied of record, nor any actions, suits or other legal or governmental administrative proceedings pending or, to the best of Purchaser’s or Guarantor’s knowledge, threatened against Purchaser or Guarantor, as the c...
Representations and Warranties of Purchaser and Guarantor. Each of Purchaser and Guarantor, jointly and severally, hereby represents and warrants to Sellers:
Representations and Warranties of Purchaser and Guarantor. 4.1 Corporate Organization 4.2 Authorization and Validity of Agreement 25 4.3 Consents 26 4.4 No Conflicts 4.5 Agreements with Governmental Entities and Regulatory Agencies 4.6 Legal Proceedings 4.7 Investment Advisory Activities 4.8 Financing 27
Representations and Warranties of Purchaser and Guarantor. Except as set forth in the disclosure schedules delivered by Purchaser and Guarantor to Seller in connection with the execution of this Agreement (the “Purchaser Disclosure Schedules”), each of Purchaser and Guarantor hereby represents and warrants to Seller that the statements contained in this Article IV are true and correct as follows as of the date hereof (or, if otherwise provided with respect to a specific representation or warranty, on such date provided therein).
Representations and Warranties of Purchaser and Guarantor. Purchaser and Guarantor represent and warrant to the Company as follows:
