REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. Purchaser and Purchase Parent, jointly and severally, represent and warrant to Seller as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. Purchaser and Purchaser Parent severally, but not jointly, represent and warrant to Seller the following as of the Execution Date and the Closing Date:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. Each of Purchaser and Purchaser Parent hereby represents and warrants to Sellers that the statements contained in this Article V are true and correct.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. In order to induce the Sellers to enter into this Agreement and consummate the Transactions, Purchaser or Purchaser Parent, as applicable, represents and warrants to each Seller, as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. 6.1 Existence 53 6.2 Execution, Delivery and Enforceability 53 6.3 No Conflict 53 6.4 Consents and Regulatory Approvals 53 6.5 Litigation 54 6.6 Commitment Letter 54 6.7 Equity Financing 55 6.8 Equity Engagement Letter 55 6.9 Finder’s Fee 56 6.10 Investment Purpose 56 6.11 Independent Investigation 56
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. 17 Section 3.1. Corporate Organization and Authority of Purchaser and Purchaser Parent...............17 Section 3.2. No Conflict..........................................................................18 Section 3.3. Litigation and Proceedings...........................................................18 Section 3.4. Governmental Authorities; Consents...................................................19
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. Purchaser and Purchaser Parent, jointly and severally, represent and warrant to each Seller that, as of the date of this Agreement:
Section 3.1. Corporate Organization and Authority of Purchaser and Purchaser Parent.
(a) Purchaser has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of Purchaser and no other corporate proceeding on the part of Purchaser is necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming this Agreement constitutes a valid and binding agreement of each Seller, constitutes a legally valid and binding obligation of
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. Each of Purchaser Parent and Purchaser hereby make the following representations and warranties (with respect to itself), each of which is material and is being relied upon by Seller and is true as of the date hereof and will be true as of Closing:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. 5.1 ORGANIZATION, STANDING AND AUTHORITY OF PURCHASER................................................27 5.2 ORGANIZATION, STANDING AND AUTHORITY OF PURCHASER PARENT. ......................................27 5.3
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT. Purchaser and Purchaser Parent (and to the extent specifically provided, each Bank Party) hereby represent and warrant to Parent and Target as follows:
