REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. Section 4.1 Company Organization 15 Section 4.2 Due Authorization 15 Section 4.3 No Violation 16 Section 4.4 Governmental Authorizations 16 Section 4.5 Capitalization; Title to Blocker Shares 16 Section 4.6 Legal Compliance 17 Section 4.7 Litigation and Proceedings 17 Section 4.8 Taxes 18 Section 4.9 Assets, Liabilities and Business of Blockers 19 Section 4.10 No Brokers 20 Section 4.11 No Additional Representation or Warranties 20 Section 5.1 Company Organization 20 Section 5.2 Due Authorization 20 Section 5.3 No Violation 21 Section 5.4 Governmental Authorizations 21 Section 5.5 Capitalization; Title to Class A Units 21 Section 5.6 No Additional Representation or Warranties 21 Section 6.1 Conduct of Business 22 Section 6.2 Crescent Consent 22 Section 6.3 Tax Matters 22 Section 6.4 Transaction Agreement 24
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. Except as set forth in the disclosure letter delivered to the VS Entities by the Blocker Sellers and the Crescent Holders on the date of this Agreement (the “Crescent Disclosure Letter”) (each section of which, subject to Section 9.9, qualifies the correspondingly numbered and lettered representations in this Article IV and Article V), each Blocker Seller represents and warrants to VS PubCo as follows:
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. Except as set forth on the corresponding Disclosure Schedules, each Blocker Seller represents and warrants to Parent and Buyer, with respect to each Blocker Seller's respective Blocker (and not as to any other Blocker) as follows:
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. The representations and warranties of each Blocker Seller set forth in ARTICLE IV of this Agreement (other than the representations made in Sections 4.1(a), 4.1(b), 4.1(c)(i), 4.2, 4.3, 4.4 and 4.5) shall be true and correct in all respects, as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” and other materiality qualifications contained in such representations and warranties shall be disregarded). The representations and warranties of each Blocker Seller set forth in Sections 4.1(a), 4.1(b), 4.1(c)(i), 4.2, 4.3, 4.4 and 4.5 shall be true and correct in all respects, except for the failure of such representations and warranties set forth in Section 4.3 to be true and correct as would not reasonably be expected to have more than a de minimis impact on the Company, as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date).
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. 1Organization
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. As a material inducement to Purchaser and Merger Sub to enter into this Agreement and purchase the Blocker Interests to be purchased hereunder, each of the Blocker Sellers, severally and solely with respect to itself, represents and warrants to Purchaser and Merger Sub as follows:
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. Each Blocker Seller (on its own behalf and not with respect to any other Blocker Seller) and Blocker (including, for the avoidance of doubt, in connection with the Pre-Closing Restructuring specified in Section 11.03 and redemption specified in Section 2.01), represents and warrants to the Purchaser, the Merger Sub and the Blocker Purchaser that the statements in this Article VI are true and correct, as of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedules.
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. The Blocker Sellers hereby represent and warrant to Buyer, jointly and severally, on the date hereof and (other than with respect to any representations and warranties made solely as of a specified date, including the date of this Agreement) on the Closing Date as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller 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 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 THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

  • 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 BUYERS Buyers represent and warrant to Sellers as follows:

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

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