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 information provided therein not misleading. Each Transferee that is not a natural person additionally severally represents and warrants that: (i) such Transferee is duly organized and validly existing in good standing under the laws of the jurisdiction of such Transferee's formation; (ii) such Transferee has full right, power and authority to enter into and perform this Agreement; and (iii) the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Transferee are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Transferee.
Appears in 1 contract
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 ’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 have 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, Agreement 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 information provided therein not misleading;
(g) such Transferee is acquiring the Transferred Shares for its own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act, either directly or through the sale of additional shares or interests in Transferee. Each In making any subsequent offering or sale of the Transferred Shares acquired hereby, such Transferee will be acting only on its own behalf and not as part of a sale or planned distribution which would be in violation of the Securities Act. Such Transferee understands that the Transferred Shares have not been registered under the Securities Act and are being offered and sold pursuant to exemptions therefrom;
(h) such Transferee has sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the Transferred Shares; and such Transferee has the ability to bear the economic risk of acquiring the Transferred Shares;
(i) such Transferee has been supplied with sufficient information, or such information has been made available, to which a reasonable investor would attach significance in making investment decisions, including the publicly available reports of the Company filed with the Securities and Exchange Commission since the filing of the Company’s most recent Annual Report on Form 10-K;
(j) such Transferee acknowledges that the Transferred Shares are not registered under the Securities Act or any state securities laws, and cannot be reoffered or resold unless such shares are registered under the Securities Act or such sale is exempt from such registration. Such Transferee acknowledges that, as long as appropriate, a legend similar to the following may appear on the certificates (if any) representing the Transferred Shares: “These securities have not been registered under the Securities Act of 1933 or any state securities laws and may be reoffered and sold only if so registered or if an exemption from registration is available.” Such Transferee agrees that it will not transfer all or any portion of the Transferred Shares unless such shares have been registered or such transfer is exempt from registration under the Securities Act and any applicable state securities laws. Such Transferee acknowledges that if any transfer of the Transferred Shares is to be made in reliance on any exemption under the Securities Act, the Company may require an opinion of counsel reasonably satisfactory to it that such transfer may be made pursuant to an exemption under the Securities Act;
(k) the Transferred Shares were not offered or sold to such Transferee by any form of general solicitation or general advertising; and
(l) if such Transferee is not a natural person additionally severally represents and warrants thatperson:
(i) such Transferee is duly organized and validly existing in good standing under the laws of the jurisdiction of such Transferee's ’s formation;
(ii) such Transferee has full right, power and authority to enter into and perform this Agreement; and
(iii) the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Transferee are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Transferee.
Appears in 1 contract
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 ’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 have 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 Ltd or the Transferor (to the extent provided herein) or at the express written consent of Accenture SCALtd); 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, Agreement 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 information provided therein not misleading;
(g) such Transferee is acquiring the Transferred Shares for its own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Securities Act, either directly or through the sale of additional shares or interests in Transferee. Each In making any subsequent offering or sale of the Transferred Shares acquired hereby, such Transferee will be acting only on its own behalf and not as part of a sale or planned distribution which would be in violation of the Securities Act. Such Transferee understands that the Transferred Shares have not been registered under the Securities Act and are being offered and sold pursuant to exemptions therefrom;
(h) such Transferee has sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the Transferred Shares; and such Transferee has the ability to bear the economic risk of acquiring the Transferred Shares;
(i) such Transferee has been supplied with sufficient information, or such information has been made available, to which a reasonable investor would attach significance in making investment decisions, including the publicly available reports of the Company filed with the Securities and Exchange Commission since the filing of the Company’s most recent Annual Report on Form 10-K;
(j) such Transferee acknowledges that the Transferred Shares are not registered under the Securities Act or any state securities laws, and cannot be reoffered or resold unless such shares are registered under the Securities Act or such sale is exempt from such registration. Such Transferee acknowledges that, as long as appropriate, a legend similar to the following may appear on the certificates (if any) representing the Transferred Shares: “These securities have not been registered under the Securities Act of 1933 or any state securities laws and may be reoffered and sold only if so registered or if an exemption from registration is available.” Such Transferee agrees that it will not transfer all or any portion of the Transferred Shares unless such shares have been registered or such transfer is exempt from registration under the Securities Act and any applicable state securities laws. Such Transferee acknowledges that if any transfer of the Transferred Shares is to be made in reliance on any exemption under the Securities Act, the Company may require an opinion of counsel reasonably satisfactory to it that such transfer may be made pursuant to an exemption under the Securities Act;
(k) the Transferred Shares were not offered or sold to such Transferee by any form of general solicitation or general advertising; and
(l) if such Transferee is not a natural person additionally severally represents and warrants thatperson:
(i) such Transferee is duly organized and validly existing in good standing under the laws of the jurisdiction of such Transferee's ’s formation;
(ii) such Transferee has full right, power and authority to enter into and perform this Agreement; and
(iii) the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Transferee are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Transferee.
Appears in 1 contract
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 Ltd or the Transferor (to the extent provided herein) or at the express written consent of Accenture SCALtd); 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 7.17.2, 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 information provided therein not misleading. Each Transferee that is not a natural person additionally severally represents and warrants that:
(i) such Transferee is duly organized and validly existing in good standing under the laws of the jurisdiction of such Transferee's formation;
(ii) such Transferee has full right, power and authority to enter into and perform this Agreement; and
(iii) the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Transferee are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Transferee.
Appears in 1 contract
Representations and Warranties of Transferees. Each Transferee of the Transferees represents and warrants with respect to each of the Transfer described in the Schedule I attached to the Joinder Agreement executed by it Lenders 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 information provided therein not misleading. Each Transferee that is not a natural person additionally severally represents and warrants that:
(i) such Transferee is corporation duly organized and validly existing in good standing under the laws of the its jurisdiction of such Transferee's formation;
incorporation with full corporate power and authority to conduct its business as the same is presently conducted; (iib) such the Transferee has full right, legal power and authority to enter into and perform carry out the terms of this Acquisition Agreement and each of the other Loan Documents and the Charter Documents to which the Transferee will be a party; (c) each of this Acquisition Agreement; , the other Loan Documents and the Charter Documents to which the Transferee will be a party has been (or prior to the execution thereof will have been) duly authorized by all necessary action, corporate or other, on the part of the Transferee, and this Acquisition Agreement constitutes, and
(iii) the , upon due execution and delivery by the Transferee, each of the other Loan Documents and the Charter Documents to which the Transferee is or will be a party will constitute, in accordance with their respective terms, legal, valid and binding instruments enforceable against the Transferee, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement of creditors, rights from time to time in effect; (d) except as previously disclosed to the Syndicate Agent and the Agent in writing, there are no actions, suits or proceedings pending or, to the Transferee's knowledge, threatened against the Transferee, any of its properties affecting this Agreement Acquisition Agreement, the other Loan Documents or the Charter Documents to which the Transferee is or will be a party or the transactions contemplated thereby which would materially and adversely affect the performance of the Transferee of its obligations (if any) thereunder; (e) the consummation of the transactions contemplated herein have been duly authorizedby, and no further compliance by the Transferee with all the terms and provisions of, this Acquisition Agreement, the other Loan Documents and the Charter Documents to which the Transferee is or will be a party will not violate any provisions of the Certificate of Incorporation or Bylaws of the Transferee and will not result in a breach of the terms and provisions of, or constitute a default under, any other agreement or undertaking by the Transferee or by which it or any of its property is bound or any order of any court or administrative agency entered in any proceedings binding on the part Transferee, or violate any applicable statute, rule or regulation; (f) the Transferee is not in default and no condition exists which with notice or lapse of such time or both would constitute a default by the Transferee, in any respect which would materially and adversely affect the ability of the Transferee are necessary to authorize perform its obligations under this Acquisition Agreement, any other Loan Document, any Charter Document; under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto or evidence of indebtedness to which it is a party or by which it is bound, and is not in violation of or in default, in any respect which would materially and adversely affect the ability of the Transferee to perform its obligations under this Acquisition Agreement, any other Loan Document, or any Charter Document, under any order, writ, judgment or decree of any court, arbitrator or governmental authority, commission, board, agency or instrumentality, domestic or foreign; (g) the Transferee has only one place of business (which is also the location of the place of business that is its chief executive office), which is 1110 Xxxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000; (h) the Transferee has no knowledge of any actual or proposed deficiency or additional assessment in connection with any Taxes which either in any case or in the aggregate would be materially adverse to the Transferee and which would materially and adversely affect the ability of the Transferee to perform its obligations under this Acquisition Agreement, any of the other Loan Documents or any of the Charter Documents; (i) all Taxes (other than taxes based on or measured by income and withholding taxes), liability for the payment of which has been incurred by the Transferee in connection with the execution, delivery and performance by it of this Acquisition Agreement, each other Loan Document and Charter Document to which it is or will be a party, have been paid (or provided for in its accounts if not payable on or prior to the Delivery Date of the respective Vessel); (j) all governmental consents, licenses, permissions, approvals, registrations or authorizations or declarations required (i) to enable it lawfully to enter into and perform its respective obligations under this Acquisition Agreement, each of the other Loan Documents and each of the Charter Documents to which it is or will be a party and (ii) to ensure that its respective obligations hereunder and thereunder are legal, valid and enforceable have been obtained or made and are in full force and effect or will be obtained or made and be in full force and effect on the date any such document is executed and delivered; and all governmental consents, licenses, permissions, approvals, registrations or authorizations or declarations of the country of registry of each vessel required (A) to enable it lawfully to enter into and perform its obligations under the Mortgage(s) to which it will be a party, (B) to ensure that its obligations thereunder are legal, valid and enforceable and (C) to make the Mortgage(s) to which it will be a party admissible in evidence in the country in which each Vessel is registered and the United States of America, will be obtained or made and be in full force and effect on the date any such Mortgage is executed and delivered; (k) it has not taken any corporate action nor, to its knowledge, have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or reorganization or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its respective assets and revenues; (l) except as provided by applicable laws of bankruptcy, insolvency, liquidation or similar laws of general application, its obligations under this Agreement has been duly executed Acquisition Agreement, each of the other Loan Documents, and, except as otherwise contemplated by such Transferee.the Charter Documents, each of the Charter Documents rank and will rank at least pari passu in priority of
Appears in 1 contract
Samples: Agreement to Acquire and Charter (American President Companies LTD)
