REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS. Each Acquiror, severally but not jointly, represents and warrants to THCI as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS. Each of the Acquirors hereby represents and warrants to Seller as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS. The Acquirors hereby represent and warrant to the Company that:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS. The Acquirors jointly and severally represent and warrant to HTR and the Exchanging Stockholders that: 5.1 Organization and Authority of the Acquirors. UOL and UOL Acquisition are corporations duly incorporated, validly existing and in good standing under the laws of the State of Delaware with the corporate power and authority to enter into this Agreement and the Ancillary Agreements and to perform their respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each of the Acquirors. This Agreement has been, and at the Closing the Ancillary Agreements shall be, duly executed and delivered by each of the Acquirors and constitutes the valid, binding and enforceable obligation of each of the Acquirors, subject to applicable bankruptcy, reorganization, insolvency, moratorium and
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS. The Acquirors jointly and severally represent and warrant to ISC and the Exchanging Stockholder that:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS. The Acquiror represents and warrants to the Company that the statements contained in this Section 3 are true and correct in all respects as of the date of this Agreement and, unless a date is specified in such representation and warranty, will be true and correct in all respects 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 Section 3.
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS. Except as otherwise disclosed to the Globalstar Entities by separate letter dated as of the date hereof and made a part hereof (which schedule contains appropriate references to identify the representations and warranties herein to which the information in such schedule relates) (the "Acquiror Disclosure Schedule"), the Acquirors, jointly and severally, represent and warrant to each of the Globalstar Entities as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS. (a) Each Acquiror represents and warrants to Greenhill that (i) he or she has full legal capacity to enter into this Agreement and any Ancillary Agreement to which he or she is or is to be a party, (ii) the execution, delivery and performance of this Agreement and each Ancillary Agreement to which such Acquiror or any member of the Newco Group is or is to be a party and the consummation of the transactions contemplated hereby and thereby shall not violate (A) except as would not have a material and adverse effect on such Acquiror’s or such member of the Newco Group’s ability to consummate the transactions contemplated hereby and thereby, any agreement to which such Acquiror or such member of the Newco Group is a party or (B) any Applicable Law that would materially limit or affect the performance of such Acquiror’s or such member of the Newco Group’s duties under this Agreement or such Ancillary Agreement, as applicable, and (iii) each of this Agreement and each Ancillary Agreement to which such Acquiror or such member of the Newco Group is or is to be a party, when executed (and assuming the authorization, execution and delivery thereof by each other party thereto that is not a member of the Newco Group), has been or shall be (as applicable) validly executed and delivered on such Acquiror’s or such member of the Newco Group’s behalf and is a valid and binding agreement of such Acquiror or such member of the Newco Group, as applicable, enforceable in accordance with its terms and (iv) such Acquiror is the beneficial owner of the shares of Greenhill common stock set forth opposite such Acquiror’s name on Schedule 2.01, free and clear of any Lien, and shall transfer and deliver such shares to Greenhill on the Closing Date free and clear of any Lien. (b) Each Acquiror represents and warrants to Greenhill that he is acquiring the Newco Shares for investment for his own account and not with a view to, or for sale in connection with, any distribution thereof. Such Acquiror (either alone or together with his advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Newco Shares and is capable of bearing the economic risks of such investment. Each Acquiror further represents and warrants to Greenhill that he is a sophisticated investor, and acknowledges that Greenhill is entering into this Agreement with such Acquiror in reliance on this representation and war...
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REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS. The Acquirors, jointly and severally, represent and warrant to the Company and the Shareholders as of the date of this Agreement and as of the Closing Date (as though made on the Closing Date, except for representations and warranties expressly made as of the date of this Agreement or such other date as is specified therein) as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS

  • 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 Agent The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

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

  • Representations and Warranties of the Adviser The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

  • 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 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 Authority The Authority represents and warrants to the Contractor that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; (f) it has complied with Applicable Laws in all material respects; (g) it has good and valid right to the Site and has the power and authority to grant the Right of Way in respect thereof to the Contractor; and (h) it has procured Right of Way and environment clearances such that the Contractor can commence construction forthwith on 90% (ninety per cent) of the total length of the Project Highway.

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