Representations and Warranties of the Original Shareholders Sample Clauses

Representations and Warranties of the Original Shareholders. Each of the Guarantors shall jointly and severally make the following representations and warranties to the Investor together with the Original Investor (the “Original Shareholder’s Warranties”), which shall be true, accurate and not misleading as of the Execution Date hereof and the Closing Date, nor shall they omit to state any necessary material fact. (a) The Original Shareholders are enterprises or natural persons with full civil capacity, have full legal rights, capacity of rights, capacity of conduct and/or all other necessary requirements for the authorization, execution and delivery of this Agreement and the full performance of their obligations hereunder. This Agreement, once duly authorized, executed and delivered by the other Parties, will constitute legal, valid and legally binding obligations of each Original Shareholder, enforceable against such Original Shareholder in accordance with its terms. (b) The execution of this Agreement and the performance of this Transaction by the Original Shareholders will not: (i) violate Applicable Laws, its articles of association, partnership agreement or other constitutional documents (if applicable); (ii) violate any contracts to which it is a party or any agreement or arrangement affecting its assets, conflict with or constitute a default under, require any consent under, or give to others any rights of termination, amendment, suspension, revocation or cancellation of, or cause acceleration of its obligations under, the relevant agreements. (c) Each of the Original Shareholders has taken or will take prior to the Closing Date all measures and actions to obtain all applicable governmental, statutory, regulatory or other consents, approvals, licenses, waivers or exemptions necessary for it to enter into and perform this Agreement and to be bound by the terms and conditions of this Agreement. Except as otherwise expressly provided herein, no other consent or approval from any individual, company, entity or Governmental Authority under any Laws or under the terms of any agreement or arrangement to which any of the Original Shareholders or the Target Company is a party is necessary for the sale and purchase of the Target Equity Interest. Each of the Original Shareholders holds the equity interests in the Target Company (including the Target Equity Interest) as set forth in Schedule 2 for its own account and not as agent or trustee for any other beneficiary. (d) Each of the Original Shareholders is the sole leg...
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Related to Representations and Warranties of the Original Shareholders

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Originator In order to induce the Company to enter into this Agreement and to make purchases hereunder, the Originator hereby makes, with respect to itself, the representations and warranties set forth in this Article V.

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent 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 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 Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

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