Common use of Representations and Warranties - Purchaser Clause in Contracts

Representations and Warranties - Purchaser. Purchaser represents and warrants to Seller upon execution hereof and at Closing that: (i) Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware, United States of America, and it has the power and authority to own its assets and carry on its business as presently carried on; (ii) the execution, delivery and performance of the Operative Documents to which it is a party and the consummation of the transactions contemplated thereby have been (or by Closing will have been) duly authorized by all necessary action of Purchaser; (iii) assuming the validity of execution and delivery by any other parties other than the Purchaser, the Operative Documents when executed and delivered by Purchaser constitute or will constitute legal, valid and binding obligations of Purchaser and enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors' rights generally; (iv) the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Operative Documents to which Purchaser is a party will in no way exceed the powers granted to Purchaser, or violate in any respect any provision of, or cause a breach or default of: (A) any law or regulation or any order or decree of any governmental authority, agency or court or generally accepted interpretation thereof or any judgment, decree or permit to which Purchaser is subject; and (B) any resolution of the directors or shareholder of Purchaser; or any mortgage, charge, deed, contract or other undertaking or instrument of Purchaser; (v) there are no pending or, to the knowledge of Purchaser, threatened actions, or proceedings against, as the case may, be, before any court, arbitrator or administrative agency which, if adversely determined, would materially adversely affect the ability of Purchaser to perform its obligations under this Purchase Agreement or any of the other Operative Documents to which it is a party on the Closing Date.

Representations and Warranties - Purchaser. Purchaser represents and warrants to Seller upon execution hereof and at Closing that: (i) Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware, United States of America, and it has the power and authority to own its assets and carry on its business as presently carried on; (ii) the execution, delivery and performance of the Operative Documents to which it is a party and the consummation of the transactions contemplated thereby have been (or by Closing will have been) duly authorized by all necessary action of Purchaser; (iii) assuming the validity of execution and delivery by any other parties other than the Purchaser, the Operative Documents when executed and delivered by Purchaser constitute or will constitute legal, valid and binding obligations of Purchaser and enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors' rights generally; (iv) the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Operative Documents to which Purchaser is a party will in no way exceed the powers granted to Purchaser, or violate in any respect any provision of, or cause a breach or default of: (A) any law or regulation or any order or decree of any governmental authority, agency or court or generally accepted interpretation thereof or any judgment, decree or permit to which Purchaser is subject; and (B) any resolution of the directors or shareholder of Purchaser; or any mortgage, charge, deed, contract or other undertaking or instrument of Purchaser; (v) there are no pending or, to the knowledge of Purchaser, threatened actions, or proceedings against, as the case may, be, before any court, arbitrator or administrative agency which, if adversely determined, would materially adversely affect the ability of Purchaser to perform its obligations under this Purchase Sale Agreement or any of the other Operative Documents to which it is a party on the Closing Date.

Representations and Warranties - Purchaser. Purchaser represents and warrants to Seller upon execution hereof and at Closing that: (i) Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware, United States of America, and it has the power and authority to own its assets and carry on its business as presently carried on; (ii) the execution, delivery and performance of the Operative Documents to which it is a party and the consummation of the transactions contemplated thereby have been (or by Closing will have been) duly authorized by all necessary action of Purchaser; (iii) assuming the validity of execution and delivery by any other parties other than the Purchaser, the Operative Documents when executed and delivered by Purchaser constitute or will constitute legal, valid and binding obligations of Purchaser and enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors' rights generally; (iv) the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Operative Documents to which Purchaser is a party will in no way exceed the powers granted to Purchaser, or violate in any respect any provision of, or cause a breach or default of: (A) any law or regulation or any order or decree of any governmental authority, agency or court or generally accepted interpretation thereof or any judgment, decree or permit to which Purchaser is subject; and (B) any resolution of the directors or shareholder of Purchaser; or any mortgage, charge, deed, contract or other undertaking or instrument of Purchaser; (v) there are no pending or, to the knowledge of Purchaser, threatened actions, or proceedings against, as the case may, be, before any court, arbitrator or administrative agency which, if adversely determined, would materially adversely affect the ability of Purchaser to perform its obligations under this Purchase Agreement or any of the other Operative Documents to which it is a party on the Closing Date.