REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. Seller and Principal represent and warrant to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. Seller and each Principal represents and warrants to Buyer that the statements contained below are true and correct, except as set forth in the disclosure schedule (the “Seller Disclosure Schedule”) delivered by Seller and the Principal to Buyer, on the date hereof. The disclosures in any section or subsection of the Seller Disclosure Schedule shall qualify other sections and subsections in this Article III where it should be reasonably apparent that such disclosure relates to other such sections and subsections. When used herein, the phrase “
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REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. Seller and Principal jointly and severally represent and warrant to Buyer that each of the representations and warranties set forth below are true and correct as of the date hereof, except to the extent that such representation or warranty expressly states that such representation or warranty is made as of an earlier date, as follows:
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REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. Seller and Principal hereby jointly and severally make the representations and warranties set forth in this
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REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. MEMBER 17 3.1 Organization 17 3.2 Ownership 17 3.3 Authority, Validity and Enforceability 17 3.4 No Subsidiaries 18 3.5 No Conflict 18 3.6 Consents 18 3.7 Financial Statements; Undisclosed Liabilities. 18 3.8 Accounts Receivable 19 3.9 Absence of Certain Developments 19 3.10 Compliance with Laws; Governmental Authorizations; Licenses 19 3.11 Litigation 20 3.12 Real Property; Person Property. 20 3.13 Taxes. 21 3.14 Environmental Matters 22 3.15 Employee Matters 22 3.16 Employee Benefit Plans. 22 3.17 Intellectual Property Rights 23 3.18 Material Contracts 25 3.19 Insurance 27 3.20 Title to Assets 27 3.21 Customers and Suppliers. 27 3.22 Affiliate Transactions 28 3.23 Brokers 28 3.24 Product Liability Claims 28 3.25 Warranties 28 3.26 Securities Law 28 3.27 Disclosure 29 3.28 No Other Representations 29
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Related to REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers 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 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 SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

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

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • Representations and Warranties of Servicer The Servicer makes the following representations and warranties on which the Trust shall be deemed to have relied in accepting the Trust Property. The representations and warranties speak as of the execution and delivery of this Agreement and shall survive the sale, transfer, assignment and conveyance of the Trust Property to the Trust pursuant to this Agreement and the pledge of the Trust Property to the Indenture Trustee pursuant to the Indenture.

  • 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: