REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27 Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Section 4.1 Organization and Qualification; Subsidiaries 27 Section 4.2 Organizational Documents 28 Section 4.3 Capitalization 28 Section 4.4 Authority Relative to this Agreement 29 Section 4.5 No Conflict; Required Filings and Consents 30 Section 4.6 Permits; Compliance 31 Section 4.7 Information Privacy and Security Compliance 31 Section 4.8 Financial Statements 32 Section 4.9 Absence of Certain Changes or Events 33 Section 4.10 Absence of Litigation 33 Section 4.11 Employee Benefit Plans 34 Section 4.12 Labor and Employment Matters 36 Section 4.13 Real Property; Title to Assets 39 Section 4.14 Intellectual Property 39 Section 4.15 Taxes 42 Section 4.16 Environmental Matters 44 Section 4.17 Material Contracts 44 Section 4.18 International Trade Laws 46 Section 4.19 Insurance 47 Section 4.20 Board Approval; 47 Section 4.21 Certain Business Practices 47 Section 4.22 Interested Party Transactions 48 Section 4.23 Exchange Act; Investment Company Act 48 Section 4.24 Brokers 48 Section 4.25 Solvency 49 Section 4.26 Merger Sub 49 Section 4.27 Exclusivity of Representations and Warranties 49
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Section 4.1 Organization and Qualification 27 Section 4.2 Corporate Power and Authority 27 Section 4.3 Execution and Delivery; Enforceability 28 Section 4.4 Authorized and Issued Equity Interests 28 Section 4.5 No Conflict 29 Section 4.6 Consents and Approvals 29 Section 4.7 Company SEC Documents and Disclosure Statement 30 Section 4.8 Absence of Certain Changes 30 Section 4.9 No Violation; Compliance with Laws 30 Section 4.10 Legal Proceedings 30 Section 4.11 Labor Relations 30 Section 4.12 Intellectual Property 31 Section 4.13 Title to Real and Personal Property 31 Section 4.14 No Undisclosed Relationships 32 Section 4.15 Licenses and Permits 32 Section 4.16 Environmental 32 Section 4.17 Tax Returns 33 Section 4.18 Employee Benefit Plans 34 Section 4.19 Internal Control Over Financial Reporting 35 Section 4.20 Disclosure Controls and Procedures 35 Section 4.21 Material Contracts 35 Section 4.22 No Unlawful Payments 36 Section 4.23 Compliance with Money Laundering Laws 36 Section 4.24 Compliance with Sanctions Laws 36 Section 4.25 No Broker’s Fees 36 Section 4.26 Investment Company Act 36 Section 4.27 Insurance 36 Section 4.28 Alternative Transactions 37 Section 4.29 Issuance 37 Section 5.1 Organization 37 Section 5.2 Organizational Power and Authority 37 Section 5.3 Execution and Delivery 37 Section 5.4 No Conflict 38 Section 5.5 Consents and Approvals 38 Section 5.6 No Registration 38 Section 5.7 Purchasing Intent 39 Section 5.8 Sophistication; Investigation 39 Section 5.9 No Broker’s Fees 39 Section 5.10 Sufficient Funds 39 Section 6.1 Orders Generally 39 Section 6.2 Confirmation Order; Plan and Disclosure Statement 40 Section 6.3 Conduct of Business 40 Section 6.4 Access to Information; Confidentiality 41 Section 6.5 Commercially Reasonable Efforts 43 Section 6.6 Registration Rights Agreement; Reorganized Company Organizational Documents 44 Section 6.7 Blue Sky 44 Section 6.8 DTC Eligibility 45 Section 6.9 Use of Proceeds 45 Section 6.10 Funded Debt 45 Section 6.11 Share Legend 45 Section 6.12 Antitrust Approval 46 Section 6.13 Alternative Transactions 47 Section 6.14 Securities Laws Disclosure 47 Section 6.15 Reorganized Company as Successor 47 Section 6.16 NOL Order 47
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Section 4.01 Corporate Organization of the Company 27 Section 4.02 Subsidiaries 27 Section 4.03 Due Authorization 27 Section 4.04 No Conflict 28 Section 4.05 Governmental Authorities; Consents 28 Section 4.06 Current Capitalization 28 Section 4.07 Capitalization of Subsidiaries 29 Section 4.08 Financial Statements 30 Section 4.09 Undisclosed Liabilities 30 Section 4.10 Litigation and Proceedings 31 Section 4.11 Compliance with Laws 31 Section 4.12 Contracts; No Defaults 31 Section 4.13 Company Benefit Plans 34 Section 4.14 Labor Matters 36 Section 4.15 Taxes 37 Section 4.16 Insurance 39 Section 4.17 Permits 39 Section 4.18 Equipment and Other Tangible Property 39
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Organization and Qualification; Subsidiaries 27
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Section 5.1 Corporate Existence and Power 27 Section 5.2 Corporate Authorization 28 Section 5.3 Governmental Authorization 28 Section 5.4 Non-Contravention 29 Section 5.5 Capitalization 29 Section 5.6 Company Subsidiaries 31 Section 5.7 Reports and Financial Statements 31 Section 5.8 Absence of Certain Changes or Events 33 Section 5.9 Litigation 33 Section 5.10 Contracts 34 Section 5.11 Intellectual Property 34 Section 5.12 Environmental Matters 36 Section 5.13 Taxes 36 Section 5.14 Employee Benefit Plans 39 Section 5.15 Property 41
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. 3.1 Organization; Good Standing 27 3.2 Power; Enforceability 28
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27

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

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of the City The City makes the following representations and warranties: a. The City is a municipal corporation and municipality organized under the provisions of the Constitution and the laws of the State and has the power to enter into this Agreement and carry out its obligations hereunder. b. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a breach of, the terms, conditions, or provisions of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which the City is now a party or by which it is bound, nor do they constitute a default under any of the foregoing. c. All covenants, stipulations, promises, agreements, and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the City only, and not of any governing body member, officer, agent, servant, or employee of the City in the individual capacity thereof.

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

  • Representations and Warranties of the Corporation The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • 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 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:

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