REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller and the Owners, jointly and severally hereby represent and warrant to the Parent and Acquisition Sub that:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller and the Owners, jointly and severally, represent and warrant to the Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller and the Owners jointly and severally represent and warrant to NMHC and the Purchaser that the statements contained in this Article III are correct and complete as of the date of this Agreement, and, if the Closing Date is different from such date, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the Disclosure Schedule. For the purposes of this Article III, all representations and warranties of the Seller shall be deemed to refer to the Seller as constituted prior and subsequent to the Conversion, except where the context of a specific representation or warranty requires otherwise. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. The Disclosure Schedule will be arranged in paragraphs corresponding to the numbered sections contained in this Article III, provided, however, that a matter disclosed and referenced to any particular section or subsection will be deemed to be disclosed for purposes of any other section or subsection of this Article III if the matter is disclosed in such a way to make its relevance to such other sections or subsections reasonably apparent and expressly identifies such other section or sections to which such disclosure applies.
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller and each Owner, as to and for itself or herself, and not with respect to any other Person, severally, represents and warrants to the Buyer as follows as of the Closing:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller and the Owners jointly and severally represent and warrant to NMHC and the Purchaser that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the Disclosure Schedule. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article III.
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. 7 3.1. Organization and Good Standing 7 3.2. Authorization of Agreement 8 3.3. Ownership of Seller 8 3.4. No Subsidiaries 8 3.5. Conflicts; Consents of Third Parties. 8 3.6. Ownership and Transfer of Assets 9 3.7. Financial Statements 9 3.8. No Undisclosed Liabilities 9 3.9. Absence of Certain Developments 10 3.10. Taxes. 11 3.11. Real Property. 13 3.12. Tangible Personal Property. 14 3.13. Intangible Property 14 3.14. Material Contracts 15 3.15. Employee Benefits. 15 3.16. Labor. 16 3.17. Litigation 17 3.18. Compliance with Laws; Permits. 17 3.19. Environmental Matters 17 3.20. Insurance 18 3.21. Inventories; Receivables; Payables. 18 3.22. Customers and Suppliers 18 3.23. Banks 19 3.24. No Misrepresentations 19 3.25. Financial Advisors 19 3.26. Investment Intention 19 3.27. Accredited Investor 19 3.28. Patriot Act 19 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND ACQUISITION SUB 20 4.1. Organization and Good Standing. 20 4.2. Authorization of Agreement. 20 4.3. Conflicts; Consents of Third Parties. 21 4.4. Litigation 21 4.5. Financial Advisors 21 4.6. Patriot Act 21 4.7. No Knowledge of Breaches 21 ARTICLE V. COVENANTS 22 5.1. Access to Information 22 5.2. Conduct of the Business Pending the Closing. 22 5.3. Consents 23 5.4. Other Actions 24 5.5. No Solicitation 24 5.6. Preservation of Records 24 5.7. Publicity 24 5.8. Use of Name 25 5.9. Employment Agreements 25 5.10. Financing Terms 25 ARTICLE VI. CONDITIONS TO CLOSING 25 6.1. Conditions Precedent to Obligations of Parent and Acquisition Sub 25 6.2. Conditions Precedent to Obligations of the Seller and Owners 26 ARTICLE VII. DOCUMENTS TO BE DELIVERED 27 7.1. Documents to be Delivered by the Seller 27 7.2. Documents to be Delivered by the Parent 27 ARTICLE VIII. INDEMNIFICATION 27 8.1. Indemnification. 27 8.2. Limitations on Indemnification 29 8.3. Indemnification Procedures. 29 ARTICLE IX. MISCELLANEOUS 30 9.1. Payment of Sales, Use or Similar Taxes 30 9.2. Survival of Representations and Warranties 30 9.3. Expenses 30 9.4. Specific Performance 30 9.5. Further Assurances 31 9.6. Submission to Jurisdiction; Consent to Service of Process 31 9.7. Entire Agreement; Amendments and Waivers 31 9.8. Table of Contents and Headings 32 9.9. Notices 32 9.10. Severability 33 9.11. Binding Effect; Assignment 33 ASSET PURCHASE AGREEMENT, dated as of July 28, 2005 (the “Agreement”), between Xxxxxxx Equity Partners, LLC , a Delaware limited liability company (the “Parent”), Oblio Telecom, Inc., a corporati...
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller hereby represents and warrants to the Purchaser as of the date hereof and each Owner represents and warrants to the Purchaser, severally and not jointly, as to matters in Sections 2.3 and 2.4 hereof as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS

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

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment 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 Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • 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 SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

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

  • 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.

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