REPRESENTATIONS AND WARRANTIES OF THE GSCAC PARTIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE GSCAC PARTIES. Section 5.01 Organization 37 Section 5.02 Authority 38 Section 5.03 No Conflicts 38 Section 5.04 Legal Proceedings 38 Section 5.05 Compliance with Laws and Orders 39 Section 5.06 Brokers 39 Section 5.07 Subsidiaries 39 Section 5.08 Capitalization; Shareholders 39 Section 5.09 SEC Filings 40 Section 5.10 Financial Information 41 Section 5.11 Employee Matters 42 Section 5.12 Intellectual Property 43 Section 5.13 GSCAC Material Contracts 43 Section 5.14 Insurance 44 Section 5.15 Environmental Matters 44 Section 5.16 Permits 44 Section 5.17 Transactions with Affiliates 44 Section 5.18 Assets and Properties; Trust Account 44 Section 5.19 Board Approval 45 Section 5.20 Required Vote of GSCAC Stockholders 45 Section 5.21 Taxes 46 Section 5.22 No Conflicting Contracts 46 Section 5.23 Opportunity for Independent Investigation 46 Section 5.24 Exon Fxxxxx 47 Section 5.25 Absence of Certain Changes 47 Section 5.26 Fairness Opinion 47 ARTICLE VI
Sample 1
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REPRESENTATIONS AND WARRANTIES OF THE GSCAC PARTIES. The GSCAC Parties represent and warrant to CEH as of the date of this Agreement that except as disclosed in the GSCAC Disclosure Schedule to the extent provided in Section 11.04:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF THE GSCAC PARTIES

  • Representations and Warranties of the Grantor The Grantor represents --------------------------------------------- and warrants to the Grantee that: (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option, will be duly authorized, validly issued, fully paid and non-assessable and free of any lien, security interest or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act, the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby do not require the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, require a consent or waiver under, result in a breach of or the acceleration of any obligation under, or constitute a default under, any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, stock market rule, judgment, ordinance, decree or restriction by which the Grantor or any of its subsidiaries or any of their respective properties or assets is bound; and (e) no "fair price", "moratorium", "control share acquisition" or other form of anti-takeover statute or regulation is or shall be applicable to the acquisition of Shares pursuant to this Agreement.

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • Representations and Warranties of the Parties Each of the Parties hereby represents and warrants to each of the other Parties as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS Each Guarantor represents and warrants to each Holder that:

  • Representations and Warranties of the Guarantor The Guarantor represents and warrants as follows:

  • Representations and Warranties of the Borrower The Borrower represents and warrants 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 jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:

  • Representations and Warranties of the Loan Parties Each Loan Party represents and warrants as follows:

  • Representations and Warranties of the Grantee The Grantee represents and warrants that:

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