REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLING Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLING. SHAREHOLDERS 12 Section 3.1 Organization and Power; Stock Ownership 13 Section 3.2 Authorization 13 Section 3.3 Approvals 13 Section 3.4 Non-Contravention 13 Section 3.5 Binding Effect 13 Section 3.6 Financial Statements 14 Section 3.7 Title 14 Section 3.8 Transferred Assets 14 Section 3.9 Compliance With Laws 14 Section 3.10 Litigation and Claims 15 Section 3.11 Undisclosed Liabilities 15 Section 3.12 Intellectual Property 15 Section 3.13 Adequacy of Technical Documentation 18 Section 3.14 Intellectual Property Rights Granted to Seller 18 Section 3.15 Third-Party Interests in Intellectual Property 18 Section 3.16 Major Vendors and Customers 19 Section 3.17 Assumed Contracts 19 Section 3.18 Warranties 20 Section 3.19 Taxes 20 Section 3.20 Employment Matters 21 Section 3.21 Employee Benefits 22 Section 3.22 Leased Real Property 24 Section 3.23 Environmental Matters 26 Section 3.24 Insurance 26 Section 3.25 Subsequent Changes 26 Section 3.26 Related-Party Transactions 27 Section 3.27 Inventory 28 Section 3.28 Finders’ Fees 28 Section 3.29 Disclosure 28
Sample 1
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REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLING. SHAREHOLDERS Section 7.1
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLING

  • 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 PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants 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 BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

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

  • 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:

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