Representations and Warranties of the Transferors. Each Transferor hereby severally represents and warrants to the Trustee, on behalf of the Trust, as of the date of this Assignment and as of the Addition Date that:
Representations and Warranties of the Transferors. Each Transferor hereby represents and warrants and covenants to the Investor, severally and not jointly with the other Transferors, as of the date hereof and as of the closing date of the IPO, as follows:
(a) In the case of the Sponsor and SHR Ventures, such Transferor is duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by such Transferor and constitutes a legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms.
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict with, or result in any violation of or default under, any of the Sponsor’s or SHR Ventures’ organizational documents or any agreement or other instrument applicable to the Transferred Shares or to which any Transferor is a party or by which any Transferor is bound, or any decree, order, statute, rule or regulation applicable to any Transferor or the Transferred Shares.
(d) No governmental, administrative or other third-party consents or approvals are required by or with respect to the Transferors in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(e) The terms, rights and conditions set forth in this Agreement are as favorable to the Investor as the terms, rights and conditions granted to all other investors in connection with expressing an interest in the IPO or otherwise acquiring Founder Shares in connection with the IPO (each such other investor, an “Anchor Investor”), provided that the Investor acknowledges that Founders Shares have been offered to the Transferors and to executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor to executive officers, advisors, directors and director nominees of the SPAC in its sole discretion. In the case that another Anchor Investor is afforded more favorable terms than the Investor, the Transferors shall promptly notify the Investor of such more favorable terms, and t...
Representations and Warranties of the Transferors. Each Transferor severally (and not jointly and severally) and solely with respect to the Transferor that is making such representations and warranties (and not with respect to other Transferors), represents and warrants to AGI that the statements and understandings contained in this §3(a) are true, complete and correct as of the date of this Agreement and will be true, correct and complete as of the Closing Date, except as set forth on Annex I attached hereto.
Representations and Warranties of the Transferors. Relating to the Agreement and any Supplement and the Receivables.
Representations and Warranties of the Transferors. The Transferors hereby make following representations and warranties to the Transferee,
3.1.1 The Transferors have full legal power and authority to sign and execute this Agreement and transfer the shares referred to under this Agreement. The Transferors have taken all proper and necessary actions for the Transfer referred to under this Agreement. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to the Transferors, and shall be enforceable against the Transferors according to its terms.
3.1.2 In any event, the liabilities of the Transferors to [] and the Transferee are limited to the shares as each held thereby.
3.1.3 The representations and warranties hereby made by the Transferors are true and accurate in all aspects at the Effective Date of this Agreement.
3.1.4 Upon the effectiveness of this Agreement, the Transferors shall be responsible to effect all necessary internal and external procedures in respect of the Transfer, including but not limited to, signing resolutions of the shareholders’ meeting and making related registration change and filings.
Representations and Warranties of the Transferors. Each of the Transferors hereby makes the following representations and warranties for the benefit of the Originator, the Note Insurer, the Depositor, the Collateral Agent, the Trust, the Owner Trustee, the Indenture Trustee and the Noteholders. Such representations and warranties speak as of the Closing Date, each Subsequent Funding Date and each Transfer Date.
Representations and Warranties of the Transferors. The Transferors hereby represent and warrant to the Allottee as follows:
8.1. The Owner has marketable title with respect to the Said Land. The devolution of ownership of the Owner in respect of the Said Land is as mentioned in Schedule B hereunder written.
8.2. The Owner has actual, physical and legal possession of the Said Land for the Project and the same has been made available to the Promoter for the purpose of development and construction pursuant to the Development Agreement;
8.3. The Promoter has lawful rights and requisite approvals from the competent authorities to carry out development of the Project;
8.4. There are no encumbrances upon the Said Land and/or the Apartment;
8.5. To the best of the Transferors’ knowledge, there are no litigations pending before any Court of law or Authority with respect to the Said Land, Project or the Apartment;
8.6. All approvals, licenses and permits issued by the KMC and/or other statutory or local authorities with respect to the Project, Said Land and the Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Transferors have been and shall, at all times, remain to be in compliance with all Applicable Laws in relation to the Project, the Said Land, Building, Apartment and Common Areas, Amenities and Facilities;
8.7. The Transferors have the requisite and necessary right to enter into this Agreement and neither of them have committed or omitted to perform any act or thing whereby the right, title and interest of the Allottee created herein, may prejudicially be affected;
8.8. The Transferors have not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the Said Land including the Project and the Apartment which will, in any manner, affect the rights of Allottee under this Agreement;
8.9. The Transferors confirm that the Transferors are not restricted in any manner whatsoever from selling/transferring the Apartment to the Allottee in the manner contemplated in this Agreement;
8.10. At the time of execution of the proposed deed of conveyance and subject to payment of all sums payable by the Allottee, the Transferors shall hand over lawful, vacant, peaceful, physical possession of the Apartment to the Allottee;
8.11. The Said Land or the 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 ove...
Representations and Warranties of the Transferors. In order to induce the Company to enter into this Agreement and to make purchases and accept the contribution hereunder, each Transferor hereby makes the representations and warranties set forth in this Article V.
Representations and Warranties of the Transferors. Each of ASkyB, News Corporation and MCI, jointly and severally, represents and warrants to Seller as follows:
Representations and Warranties of the Transferors. Each Transferor hereby represents and warrants to Parent and Acquiror that, with respect to such Transferor, the statements contained in this Article 4 are true and correct on the date hereof and shall be true and correct on the Closing Date as if made thereon:
