Representations and Warranties of Transferees Sample Clauses

Representations and Warranties of Transferees. Each Transferee represents and warrants with respect to the Transfer described in the Schedule I attached to the Joinder Agreement executed by it that: (a) the information concerning the Transferred Shares and the Transferee contained in Schedule I to the Joinder Agreement is complete and correct; (b) the Transferred Shares are not and will not be subject to, and the Transferee is not and will not be, with respect to the Transferred Shares, a party to, any other agreement, arrangement or understanding with respect to (i) the Transfer identified in Schedule I to the Joinder Agreement, (ii) any other Transfer with respect to the Transferred Shares, or (iii) the beneficial ownership of the Transferred Shares; (c) this Agreement constitutes the legal, valid and binding obligation of such Transferee, enforceable against such Transferee in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and to general equitable principles (whether considered in a proceeding in equity or at law); (d) there are no actions, suits or proceedings pending, or, to the knowledge of such Transferee, threatened against or affecting such Transferee or such Transferee's assets in any court or before or by any federal, state, municipal or other domestic or foreign governmental department, commission, board, bureau, agency or instrumentality; (e) such Transferee understands that the ability to transfer the Transferred Shares is subject to legal and contractual restrictions and that the Transferred Shares may not have been registered under the United States Securities Act of 1933, and that such Transferee is holding the Transferred Shares for its own account, for investment, and not for distribution, assignment or resale to others, and no other person has any direct or indirect interest in such Transferred Shares (other than Accenture SCA or the Transferor (to the extent provided herein) or at the express written consent of Accenture SCA); and (f) no statement, representation or warranty made by such Transferee in this Agreement, nor any information provided by such Transferee for inclusion in a report filed pursuant to Section 7.1, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements, representations or warranties contained herein or informat...
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Representations and Warranties of Transferees. As an inducement to the Transferor to enter into this Agreement and consummate the transactions contemplated hereby, the Transferees, jointly and severally, represent and warrant to the Transferor as follows:
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Representations and Warranties of Transferees. Unless otherwise provided, the terms in this attachment shall have the same meaning as they are in the Agreement.
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Representations and Warranties of Transferees. Each Transferee, severally and not jointly, hereby represents and warrants to Transferor as follows as of the date hereof and as of the Closing Date:
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Representations and Warranties of Transferees. The Transferee makes the representations and warranties to the Warrantors in Exhibit V on the date hereof and on the Closing Date.
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Representations and Warranties of Transferees. In order to induce Transferor to enter into this Agreement and to sell and assign the Shares, each Transferee hereby makes, as of the date hereof and as of the Closing Date, the following representations and warranties to Transferor.
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Representations and Warranties of Transferees. 29 --------------------------------------------- 5.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 5.2 Corporate Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 5.3 No Conflict or Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 5.4
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Representations and Warranties of Transferees. Each Transferee hereby represents and warrants to Transferors as follows:
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Representations and Warranties of Transferees 
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Related to Representations and Warranties of Transferees

  • Representations and Warranties of Transferee Transferee hereby represents and warrants to Transferor as follows:

  • Representations and Warranties of Transferor Transferor makes the following representations and warranties as of the date hereof and as of the Closing Date on which Transferee relies in purchasing the Conveyed Assets. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Conveyed Assets hereunder and the pledge thereof by the Transferee to the Indenture Trustee under the Indenture. Transferor and Transferee agree that the Indenture Trustee will thereafter be entitled to enforce this Agreement against Transferor in the Indenture Trustee’s own name on behalf of the Noteholders.

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • Representations and Warranties of Assignee Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

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