REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES Sample Clauses
The "Representations and Warranties of the Selling Parties" clause sets out the specific statements and assurances that the sellers make to the buyers regarding the condition, ownership, and legal status of the assets or business being sold. Typically, this clause covers matters such as the seller’s authority to enter into the agreement, the absence of undisclosed liabilities, compliance with laws, and the accuracy of financial statements. By requiring the sellers to make these representations and warranties, the clause provides the buyer with a basis for due diligence and legal recourse if any of the statements prove to be false, thereby allocating risk and ensuring transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties jointly and severally represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. As a material inducement to the Buyer to enter into and perform this Agreement, each of the Selling Parties represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties hereby represent and warrant to Purchaser as follows, with each such representation and warranty subject to the exceptions set forth in the correspondingly numbered section of the Selling Parties’ Disclosure Letter:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties hereby, jointly and severally, represent and warrant to the Buyer as follows on the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. (a) The Selling parties have full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
(b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, compliance by the selling parties with any of the terms and conditions hereof will; violate, or conflict with, or result in a breach of any provision of, or constitute a default under or result in the termination of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of the selling parties under any of the terms, conditions or provisions of any material note, bond, indenture, mortgage, deed or trust, license, lease, agreement or other instrument or obligation to which he is a party or by which he or any of his properties or assets may be bound or affected or violate any material order, writ, injunction, decree, statute, rule or regulation nor breach or violate any Laws, rules or regulations of the United States, and the rules and regulations promulgated by the SEC, which may be applicable to selling parties or any of its properties or assets, except for such violations which, in the aggregate, are immaterial and do not have any material adverse financial effect on selling parties.
(c) This Agreement has been duly and validly executed by the selling parties and constitutes a valid and binding obligation of the selling parties enforceable in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting the enforceability of creditor's rights generally or by limitations, on the availability of equitable remedies.
(d) No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or the consent of any third party is required in connection with the execution and delivery by the selling parties of this Agreement and the consummation of the transactions contemplated hereby.
(e) There is no legal, administrative, investigatory, regulatory or similar action, suit, claim or proceeding that is pending or, to the selling parties knowledge, threatened against the selling parties.
(f) No representation or warranty by the selling parties in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact...
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties hereby, jointly and severally, represent and warrant to the Buying Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Except as set forth in the Disclosure Schedules, each of the Assigning Parties hereby, jointly and severally, represents and warrants to Assignee and I-1TH, as set forth below.
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Each of the Selling Parties, by virtue of their acceptance of all or any portion of the Merger Consideration or their approval of the Merger as a Shareholder, hereby severally, but not jointly, represent to the Purchaser, as follows:
Section 3.1 [Intentionally omitted]
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Each Selling Party, ----------------------------------------------------- jointly and severally with the other Selling Party, represents and warrants to the Buyer that the statements contained in this (S) 3 are correct and complete as of the date of this Agreement and, with respect to representations and warranties set forth in (S)(S) 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.11, 3.14, 3.16 and 3.17, 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 (S) 3), except as set forth in the disclosure schedule attached to this Agreement (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this (S) 3.
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Each of the Selling Parties, jointly and severally, represents and warrants to PetQuarters and the Purchaser as follows: