Representations and Warranties of Sellers Regarding the Company Sample Clauses

Representations and Warranties of Sellers Regarding the Company. As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each Seller, jointly and severally, hereby represents and warrants to Buyer as follows:
Sample 1
AutoNDA by SimpleDocs
Representations and Warranties of Sellers Regarding the Company. The Sellers, severally and proportionately in accordance with their ownership of Membership Interests prior to the date hereof, represent and warrant to Purchaser as follows: a. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas. b. The Company has the requisite power and authority and is in possession of all licenses, permits, consents and approvals necessary to own, lease and operate its business as presently conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the failure to do so would have a material adverse effect. c. All inventories of the Company have been have been valued in accordance with the accounting principles of the Company consistently applied and consist of items of a quantity and quality that are usable or salable in the ordinary course of the business of the Company. d. Each material contract of the Company is a valid and binding obligation of the Company and the counterparties thereto and is in full force and effect. The Company has performed all material obligations required to be performed by it to date under such contracts and is not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder and is not alleged to be in breach or default in any material respect thereunder. e. There are no lawsuits, claims, proceedings or investigations pending or threatened by or against or affecting the Company or any of its properties, assets, operations or business that could in any way have a material adverse effect on the business of the Company. f. There are no employment-related claims, actions, proceedings or investigations pending or threatened against or relating to the Company before any court, governmental, regulatory or administrative authority or body, or arbitrator or arbitration panel. The Company is not subject to any outstanding order, writ, judgment, injunction, decision, award, compliance order, consent decree, conciliation agreement, settlement agreement, affirmative action plan, determination letter or advisory of any court, governmental, regulatory or administrative authority or body, or arbitrator or arbitration panel. No collective bargaining agreement is binding on the Company. The Company has not experienced any material work stoppage or other material labor difficulty. g. The Company is not in violation with r...
Sample 1
Representations and Warranties of Sellers Regarding the Company. Subject to the limitations set forth in Section 9 and elsewhere in this Agreement, Sellers, severally, in the proportions each of their respective Interests bear to the total of all Interests, and not jointly, represent and warrant to Purchaser as of the date hereof and as of the Closing Date as follows, except as disclosed or otherwise referred to (i) in the Disclosure Schedule, and (ii) in any of the documents identified in the Disclosure Schedule.
Sample 1
Representations and Warranties of Sellers Regarding the Company. Sellers represent and warrant to Buyer that the following statements regarding the Company are true and accurate as of the date hereof and will be true and accurate as of the Closing Date: a. The Company is a corporation duly organized, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly qualified and in good standing under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in each jurisdiction in which the business it is conducting makes such qualification necessary in all material respects as it is now being conducted. The Company is a shell company as defined in Rule 12b-2 of the Exchange Act. b. The Company’s authorized capitalization consists of 200,000,000 shares, of which 10,000,000 shares are Preferred Stock, all of which are currently issued and outstanding, and 190,000,000 shares of Common Stock, of which 6,882,273 shares are issued and outstanding. All issued and outstanding shares of Preferred Stock and Common Stock are legally issued, fully paid, and non-assessable and not issued in violation of any preemptive or other rights of any person or entity. There are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, or commitments of any character, relating to the issued or unissued Common Stock of, or other equity interests in, the Company or obligating the Company to issue, transfer, deliver or sell any options or Common Stock of, or other equity interest in, the Company or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such equity interest. Except for the terms and conditions of the Preferred Stock as set forth in its certificate of designation, there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Preferred Stock, Common Stock, capital stock of, or other equity interests in, the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. c. There are not, as of the da...
Sample 1
Representations and Warranties of Sellers Regarding the Company. Sellers represent and warrant to Buyer that the statements contained in this Article V are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V), except as set forth in the disclosure schedule delivered by Sellers to Buyer on the date of this Agreement (the “Disclosure Schedule”):
Sample 1
Representations and Warranties of Sellers Regarding the Company. Each Seller severally represents and warrants to Buyer that the following statements contained in this Article 4 are true and correct at and as of the date of this Agreement, except as set forth in the Disclosure Schedule.
Sample 1
Representations and Warranties of Sellers Regarding the Company. Subject to the disclosures set forth in the disclosure schedule delivered to Purchaser concurrently with the parties’ execution of this Agreement (the “Disclosure Schedule”) (each of which disclosures shall indicate the Section of this Article IV to which it relates, provided that (other than with respect to first clause of Section 4.9) any disclosure made under the heading of one section of the Disclosure Schedule may apply to and/or qualify disclosures made in one or more other sections to the extent that it is reasonably apparent on its face that such disclosures apply to or qualify other disclosures, notwithstanding the omission of an appropriate cross reference to such other section), the Company and each Seller, severally and not jointly, hereby represent and warrant to Purchaser, on the date hereof and on the Closing Date, as set forth below in this Article IV. Each representation and warranty shall be construed as a separate and independent representation and warranty and, except as expressly provided in this Agreement, shall not be limited or restricted by reference to or inference from any other term of this Agreement or other representation and warranty.
Sample 1
AutoNDA by SimpleDocs

Related to Representations and Warranties of Sellers Regarding the Company

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

  • 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 Seller represents and warrants to Buyer 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 AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • Representations and Warranties of the Company Regarding the Offering (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows:

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

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