Representations and Warranties of the Warrantholders Sample Clauses

Representations and Warranties of the Warrantholders. Each Warrantholder hereby represents and warrants, for and as to itself only, to the Company with respect to the Securities to be issued hereunder as follows:
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Representations and Warranties of the Warrantholders. Each Warrantholder, for itself and for no other Warrantholder, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):
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Representations and Warranties of the Warrantholders. Each Warrantholder, by its acceptance of the Warrants to be issued herewith represents and warrants to the Company that (a) such Warrantholder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (b) such Warrantholder is acquiring the Warrants and the Warrant Shares to be issued upon exercise of such Warrants for investment, for its own account, and not with a view to, or for sale in connection with, any distribution. and (c) solely in relation to the Warrants it receives and the Warrant Shares it may receive in the future, (i) no individual’s (as defined in Section 542(a)(2) of the Code, as modified by Section 856(h)(3)(A)(i) of the Code) Beneficial Ownership or Constructive Ownership of Capital Stock has or will violate the Ownership Limit or the restriction contained in sections 5.2(b)(i)(x), 5.2(b)(i)(y) or 5.2(b)(z) of the Company’s Articles and (ii) to its knowledge, it does not own and will not own an interest in a tenant of the Company (or a tenant of any entity owned or controlled by the Company) that would cause the Company to own actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and (iii) it agrees that any violation or attempted violation of any of its representations and warranties set out in Section 18(c)(i) and (ii) will result in such transfer to the Trust of Capital Stock pursuant to Section 5.2(c) of the Company’s Articles (capitalized terms used but not defined in this Section 18(c) shall have the meanings ascribed to them in the Company’s Articles).
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Representations and Warranties of the Warrantholders. Each Warrantholder represents and warrants to and in favour of the Company, the Parent and the Purchaser as follows and acknowledges that the Company, the Parent and the Purchaser are each relying upon such representations and warranties in entering into this Agreement: (a) the Warrantholder is the holder of the Warrants registered in the such Warrantholder’s name that are being amended pursuant to this Agreement and has good title to such Warrants; (b) such Warrants are free and clear of all hypothecs, liens, charges, encumbrances, mortgages, security interests and adverse claims; (c) such Warrants have not been sold, assigned or transferred nor has any agreement been entered into to sell, assign or transfer any such Warrants, to any person; (d) the Warrantholder will execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the amendment of certificate(s) representing such Warrants, and the Warrantholder hereby irrevocably nominates, constitutes and appoints the President and Chief Executive Officer of the Company, from time to time, with full power of substitution, as agent and true and lawful attorney to act for and on behalf of the Warrantholder with full power and authority in the name, place and stead of the Warrantholder to, among other things, execute (under seal or otherwise), swear to, acknowledge, deliver and record or file as and where required any instrument or document as may be deemed necessary by the Company to carry out fully the provisions of this Agreement in accordance with its terms and conditions; (e) the Warrantholder acknowledges that all authority conferred or agreed to be conferred by the Warrantholder herein may be exercised during any subsequent legal incapacity of the Warrantholder and shall survive the death, incapacity, bankruptcy or insolvency of the Warrantholder and all obligations of the Warrantholder herein shall be binding upon any heirs, personal representatives, successors and assigns of the Warrantholder; (f) the Warrantholder has full right, power and authority to execute and deliver this Agreement and to take all actions required pursuant hereto and, if the Warrantholder is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Agreement on behalf of the Warrantholder; (g) th...
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Representations and Warranties of the Warrantholders. Each Warrantholder represents and warrants to, and agrees with, Parent on the date hereof as follows:
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Representations and Warranties of the Warrantholders. The Warrantholders each hereby represent and warrant to T3 Motion as follows:
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Representations and Warranties of the Warrantholders. The Warrantholder hereby represents and warrants to the Company as follows:
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Representations and Warranties of the Warrantholders 
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Related to Representations and Warranties of the Warrantholders

  • REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

  • Representations and Warranties of the Holders Each Holder represents and warrants, severally and not jointly, to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Holder By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • 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.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser as follows:

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