REPRESENTATIONS AND WARRANTIES OF THE BUYER ENTITIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE BUYER ENTITIES. As an inducement to the Sellers to enter into and perform their respective obligations under this Agreement, and notwithstanding any examinations, inspections, audits or other investigations made by the Sellers, the Buyer Entities hereby jointly and severally represent and warrant to the Sellers as to the following matters:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF THE BUYER ENTITIES. The Buyer Entities hereby represent and warrant to Sellers, as of the date hereof and as of the Closing Date, as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER ENTITIES. The Buyer Entities, jointly and severally, hereby represent and warrant to Sellers as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER ENTITIES. Section 4.1 Due Organization and Good Standing 33 Section 4.2 Authority; Binding Nature of Agreement 34 Section 4.3 Noncontravention; Consents 34 Section 4.4 Capitalization 34 Section 4.5 SEC Documents; Financial Statements; Related-Party Transactions; Undisclosed Liabilities 35 Section 4.6 Compliance With Laws 37 Section 4.7 Absence of Certain Changes 37 Section 4.8 Claims; Orders 37 Section 4.9 Anti-Corruption 37 Section 4.10 Solvency 37 Section 4.11 Financing 38 Section 4.12 Investment 40 Section 4.13 Brokers 40 Section 4.14 R&W Insurance Policy 40
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER ENTITIES. Except as disclosed in Buyer Parent’s (x) annual report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Buyer 10-K”) or (y) quarterly reports on Form 10-Q and current reports on Form 8-K filed from and after the date of the filing of the 2021 Buyer 10-K to the date prior to the date hereof (collectively, with the 2021 Buyer 10-K, the “Pre-Signing Buyer Reports”) (excluding, in each case, any risk factor disclosure that is contained solely in any “Risk Factors” section of any such Pre-Signing Buyer Report or any disclosure in any “qualitative and quantitative disclosure about market risk” section, any “forward-looking statements” disclaimer or any other disclosure included in any such Pre-Signing Buyer Report that is predictive or forward-looking in nature), the Buyer Entities represent and warrant to Sellers as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER ENTITIES. Each Buyer Entity represents and warrants to Truist, as of the date of this Agreement and as of the Closing Date (or in the case of any representations and warranties that speak as of a specified date, as of such specified date), that:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER ENTITIES. The Buyer Entities jointly and severally represent and warrant to the Sellers as of the date of this Agreement (except that, with respect to all representations and warranties set forth herein concerning any Buyer Entity that has not yet been formed and made a party to this Agreement, such representations and warranties are not made as of the date of this Agreement but are made as of the date that such Buyer Entity becomes a party to this Agreement pursuant to Section 13.05) and as of the Closing Date that:
Sample 1
AutoNDA by SimpleDocs

Related to REPRESENTATIONS AND WARRANTIES OF THE BUYER ENTITIES

  • 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 BUYER The Buyer represents and warrants to the Seller 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 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 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 BUYERS Buyers represent and warrant to Sellers 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 SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • 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:

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