Representations and Warranties of the Partners and the Transferors Sample Clauses

Representations and Warranties of the Partners and the Transferors. Each Partner (which term shall for purposes of this Section 3.3 include the Transferors) severally, and not jointly, represents and warrants to Parent and Holdco Sub as to itself, in the case of Sections 3.3(a) through (f), as of the date hereof and as of the Closing Date as follows: i. Organization, Standing and Power of each of the Partners. Such Partner has the legal capacity (in the case of individual Partners) or, as the case may be, the corporate or partnership power and authority to enter into and perform all of such Partner's obligations under this Agreement and the Standstill Agreement. Neither the execution and delivery of this Agreement or the Standstill Agreement by such Partner nor the consummation by such Partner of the transactions contemplated hereby nor compliance by such Partner with the provisions hereof or of the Standstill Agreement conflicts with or results in any breach of any applicable trust or other organizational documents applicable to such Partner or of the Partnership Agreement or constitutes a dissolution event under the Partnership Agreement or otherwise. There is no beneficiary or holder of voting trust certificates or other interest of any trust of which such Partner is trustee whose consent is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. If such Partner is married and such Partner's Partnership Interest or Allocable Company Class A Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Partner's spouse, enforceable against such Person in accordance with its terms.
Sample 1
AutoNDA by SimpleDocs
Representations and Warranties of the Partners and the Transferors. Each Partner (which term shall for purposes of this Section 3.3 include the Transferors) severally, and not jointly, represents and warrants to Parent and Holdco Sub as to itself, in the case of Sections 3.3(a) through (f), as of the date hereof and as of the Closing Date as follows:
Sample 1

Related to Representations and Warranties of the Partners and the Transferors

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

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