Representations and Warranties of the Securityholders Sample Clauses
The "Representations and Warranties of the Securityholders" clause sets out the specific statements and assurances that the securityholders make regarding their ownership of securities and related matters. Typically, this clause requires securityholders to confirm that they have valid title to the securities, that the securities are free from encumbrances, and that they have the authority to enter into the transaction. By providing these representations and warranties, the clause ensures that the buyer or other parties can rely on the accuracy of key facts, thereby reducing the risk of disputes or undisclosed liabilities after the transaction.
Representations and Warranties of the Securityholders. Each Securityholder (as to himself or itself only) represents and warrants to the Company and the other Securityholders that, as of the time such Securityholder becomes a party to this Agreement:
(a) this Agreement (or the separate joinder agreement executed by such Securityholder) has been duly and validly executed and delivered by such Securityholder, and this Agreement constitutes a legal and binding obligation of such Securityholder, enforceable against such Securityholder in accordance with its terms; and
(b) the execution, delivery and performance by such Securityholder of this Agreement (or any joinder to this Agreement, if applicable) and the consummation by such Securityholder of the transactions contemplated hereby (and thereby, if applicable) will not, with or without the giving of notice or lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Securityholder is subject, (ii) violate any order, judgment or decree applicable to such Securityholder or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Securityholder is a party or by which such Securityholder is bound.
Representations and Warranties of the Securityholders. Each of the Securityholders, severally, but not jointly, hereby represents and warrants to the Sellers as follows:
(a) The Securityholder is the record owner of the Subject Securities set forth opposite the name of the Securityholder on Schedule I to this Agreement. As of the date of this Agreement, the Subject Securities set forth opposite the name of the Securityholder on Schedule I to this Agreement represent all of the shares of equity securities and/or any debt or similar securities that are convertible into equity securities of the Company owned of record by the Securityholder.
(b) If the Securityholder is a corporation, partnership, limited liability company or other entity, such Securityholder is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction, and has all requisite organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary organizational action to authorize the execution, delivery and performance of this Agreement.
(c) If the Securityholder is an individual, such Securityholder has the valid capacity to execute and deliver this Agreement and has duly executed and delivered this Agreement.
(d) This Agreement constitutes a valid and binding obligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally.
(e) The execution, delivery and performance by the Securityholder of this Agreement does not require any consent, approval, authorization or permit of, action by, filing with or notification to any governmental authority or other third party, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated by the Securities Purchase Agreement or the Securityholder’s ability to observe and perform its material obligations hereunder (a “Securityholder Material Adverse Effect”).
(f) The execution, delivery and performance by the Securityholder of this Agreement will not (i) result in a violation of, or default (with or without notice or lapse of time, or both) under, ...
Representations and Warranties of the Securityholders. Each Securityholder represents and warrants to Purchaser as to himself or herself, severally and not jointly, that:
Representations and Warranties of the Securityholders. Each Securityholder represents and warrants to each Institutional Investor (as to itself but not as to any other party) upon becoming a party hereto as follows:
Representations and Warranties of the Securityholders. Each Securityholder jointly and severally represents and warrants to each ▇▇▇▇▇▇ Party as follows:
Representations and Warranties of the Securityholders. Each Securityholder hereby represents and warrants to and covenants with the Purchaser and Rio Tinto as follows, and acknowledges that the Purchaser and Rio Tinto are relying upon such representations, warranties and covenants in entering into this Agreement:
Representations and Warranties of the Securityholders. Each Securityholder (severally as to itself and not jointly) hereby represents and warrants to INSW and Merger Sub as follows:
Representations and Warranties of the Securityholders. Each of the securityholders severally represents and warrants to the Company as follows:
Representations and Warranties of the Securityholders. The Securityholders hereby represent and warrant to Parent as of the date of this Agreement and as of the Company Stockholder Meeting as follows:
Representations and Warranties of the Securityholders. Each Securityholder represents and warrants to Purchaser and Merger Sub as to itself, severally and not jointly, that: