REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY. Subject to the disclosures contained in the relevant Schedules attached hereto, the Acquiror Company represents and warrants to the Shareholders and the Acquiree Company as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY. The Acquiror Company represents and warrants to Orient Come’s Shareholders, Orient Come and K’s Media as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY. The Acquiror Company represents and warrants to the Shareholders and the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY. The Acquiror Company represents and warrants to the Members and the Company as of the date hereof and as of the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY. The disclosure schedules attached hereto as Exhibit F (the “Acquiror Company Disclosure Schedules”) are divided into sections that correspond to the sections of this Section VI. The Acquiror Company Disclosure Schedules comprise a list of all exceptions to the truth and accuracy in all material respects of, and of all disclosures or descriptions required by, the representations and warranties set forth in the remaining sections of this Section VI. The disclosures in any section of the Acquiror Company Disclosure Schedules shall qualify other sections in this Section VI only to the extent it is reasonably inferable from a reading of the disclosure that such disclosure is applicable to such other sections. For purposes of this Section VI, any statement, facts, representations, or admissions contained in the public filings made by the Acquiror Company with the Commissions, are deemed to be included in the Acquiror Company Disclosure Schedules and all such information is deemed to be fully disclosed to the Company and the Shareholders. Notwithstanding anything contained herein to the contrary in this Agreement, any representation, warranty or covenant made by the Acquiror Company shall be deemed to have been made to the best of their knowledge for any period prior to January 1, 2013. For purposes of this Agreement, “to the best of our knowledge” or similar phrase shall mean the actual or constructive knowledge of the Acquiror Company, the Acquiror Company Board, or its officers. The Acquiror Company represents and warrants to the Shareholders and the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY. The Acquiror Company represents and warrants to the Front Row Shareholders and Front Row that the statements contained in this Article VI 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 VI), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article VI.
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY. The Acquiror Company represents and warrants to the CaliCo Shareholders and CaliCo as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY. As of the date hereof, subject to the disclosures set forth in the correspondingly numbered Schedule of the Acquiror Disclosure Schedule, which exceptions shall be deemed to be part of the representations and warranties in such section of this Agreement, the Acquiror Company and its Subsidiaries represent and warrant to the Company and the Shareholders as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY. Except as set forth in the disclosure schedule attached hereto (the "Acquiror Company Disclosure Schedule"), the Acquiror Company represents and warrants to the Company that the statements contained in this Section VI are true, correct and complete as of the date of this Agreement (or if made as of a specified date, as of such date) and will be true, correct and complete as of the Closing Date (or, if made as of a specified date, as of such date). Unless the context otherwise requires, all references to the Acquiror Company contained in this Section VI will be read to include the Acquiror Company together with any of its direct or indirect subsidiaries.
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Related to REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY

  • REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR 6.1 The Acquiror represents, warrants and, where applicable, covenants to the Seller as follows and acknowledges that the Seller is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement: (a) the Acquiror has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to conduct its business as it is now being conducted and to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Acquiror and the performance by it of its obligations hereunder have been duly authorized by its respective board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Acquiror and, assuming the due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation, enforceable by the Seller against the Acquiror in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (d) none of the execution and delivery by the Acquiror of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Acquiror will result in a breach of: (i) the constating documents of the Acquiror; (ii) any agreement or instrument to which the Acquiror is a party or by which the Acquiror or any of the Acquiror's property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Acquiror, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Acquiror to perform its obligations under this Agreement or otherwise delay the Acquiror in performing such obligations; and (e) the Acquiror has sufficient funds or has made adequate arrangements to have financing in place in order to distribute to all the Securityholders the cash consideration to which they are entitled upon consummation of the Transaction. The representations and warranties of the Acquiror set forth in this Article 6 shall survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Seller until the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

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

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