REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES Sample Clauses

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES. As a material inducement to the Purchaser and Greenbrook to enter into and perform this Agreement and to consummate the Contemplated Transactions, the Seller Parties, jointly and severally, represent and warrant to the Purchaser and Greenbrook as follows, as of the Effective Date and as of the Closing Date (unless any representation and warranty speaks as of a particular date) except as set forth in the Seller Disclosure Letter (it being agreed that any matter or information disclosed in any specific section or subsection of the Seller Disclosure Letter (whether or not an explicit cross reference appears) will be deemed to be disclosed with respect to any other section or subsection of the Seller Disclosure Letter or this Article II, as applicable, but only to the extent its applicability to such other section or subsections of the Seller Disclosure Letter or this Article II is readily apparent on the face of such disclosure):
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REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES. Except as set forth in the disclosure schedules delivered by Equityholders and the Company to Buyer on the date hereof concurrently with the execution of this Agreement (the “Disclosure Schedules”), the Equityholders and (upon Seller’s execution of the Joinder Agreement) Seller hereby jointly and severally represent and warrant to Buyer as of the date hereof as follows:
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REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES. Except as set forth on the applicable Schedules (it being understood that any matter disclosed in any Schedule will be deemed to be disclosed on any other Schedule to the extent that it is reasonably apparent on its face that such disclosure is applicable to such other Schedule or Schedules), the Seller Parties represent and warrant to Buyer as of the date hereof and as of the Closing Date (or in respect of any representation or warranty made as of a specific date, as of such date) as follows:
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REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES. In order to induce Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, Parent, as to itself and El Dorado only, and El Dorado, as to itself only, hereby represent and warrant to Purchaser as follows:
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REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES. In order to induce the Buyer to enter into and perform this Agreement and to consummate the Contemplated Transactions, the Seller Parties each represent and warrant to the Buyer, as of both the Execution Date and as of the Closing Date, as follows:
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REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES. Except as set forth in the Disclosure Schedules, each Seller Party hereby jointly and severally represents and warrants to the Buyer that, as of the date of this Agreement and as of the Closing Date:
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REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES. As a material inducement to the Purchaser to enter into this Agreement and to purchase the Acquired Shares from the Sellers and the Subscribed Shares from the Company in accordance with the terms hereof, except as set forth in the disclosure schedule delivered by the Company to the Purchaser on the date hereof (the “Company Disclosure Schedule”), each Seller hereby represents and warrants severally but not jointly to the Purchaser (and, in the case of Chic Group Limited as a Seller, such Seller and the Guarantor represent and warrant jointly and severally to the Purchaser) as of the date hereof and as of Closing that:
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REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES. AND THE PURCHASED ASSETS 30 ​ Section 4.1 Organization; Capitalization 30 ​ Section 4.2 Authority, Authorization and Enforceability 30 ​ Section 4.3 No Conflict 30 ​ Section 4.4 Consents 31 ​ Section 4.5 Title to Purchased Assets; Condition of Purchased Assets 31 ​ Section 4.6 Permits 31 ​ Section 4.7 Litigation 32 ​ Section 4.8 Financial Statements 32 ​ Section 4.9 Books and Records 32 ​ Section 4.10 Absence of Liabilities and Indebtedness 32 ​ Section 4.11 Deposits and Prepaid Items 33 ​ Section 4.12 RFG Accounts Receivable 33 ​ Section 4.13 RFG Inventory 33 ​ ​ ​ ​ ​ ​ ​ ​ Section 4.14 Product Liability 33 ​ Section 4.15 CARES Act and Related Matters 34 ​ Section 4.16 Taxes 34 ​ Section 4.17 Certain Events 35 ​ Section 4.18 Product Warranties 35 ​ Section 4.19 Labor Matters 36 ​ Section 4.20 RFG Employees 36 ​ Section 4.21 Independent Contractors 37 ​ Section 4.22 RFG Employee Plans 37 ​ Section 4.23 Real Property 38 ​ Section 4.24 Customers and Suppliers 38 ​ Section 4.25 Contracts 38 ​ Section 4.26 Environmental Matters 40 ​ Section 4.27 Intellectual Property 41 ​ Section 4.28 Information Technology; Security and Privacy 43 ​ Section 4.29 Insurance 44 ​ Section 4.30 Compliance with Laws 44 ​ Section 4.31 Affiliate Transactions 44 ​ Section 4.32 No Brokers 44 ​ Section 4.33 Exclusivity of Representations 44 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF F&S AND BUYER 45 ​ Section 5.1 Organization and Ownership 45 ​ Section 5.2 Authority, Authorization and Enforceability 45 ​ Section 5.3 No Conflict 45 ​ Section 5.4 No Third-Party Approval or Consent 45 ​ Section 5.5 Litigation 45 ​ Section 5.6 Financial Capability 45 ​ Section 5.7 Solvency 46 ​ Section 5.8 Independent Investigation 46 ​ Section 5.9 No Brokers 46 ARTICLE 6 COVENANTS AND AGREEMENTS 46 ​ Section 6.1 Public Announcements 47 ​ ​ ​ ​ ​ ​ ​ ​ Section 6.2 Restrictive Covenants 47 ​ Section 6.3 Further Assurances; Wrong Pockets 49 ​ Section 6.4 Tax Matters. 50 ​ Section 6.5 Collection of Funds Relating to Purchased Assets 51 ​ Section 6.6 RFG Employees and RFG Contract Workers 51 ​ Section 6.7 Use of Seller’s Names 53 ​ Section 6.8 Consents; Failure to Obtain Consents 53 ​ Section 6.9 Insurance Coverage 54 ​ Section 6.10 Termination of Amended and Restated License Agreement 54 ​ Section 6.11 Access to Records After Closing 54 ​ Section 6.12 Release 55 ​ Section 6.13 Seller Party Guarantees 56 ARTICLE 7 INDEMNIFICATION 56 ​ Section 7.1 Indemnification by Seller Parties 56 ​ Section 7.2 Indemnificat...
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Related to REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER PARTIES

  • Representations and Warranties Regarding the Seller The Seller represents, warrants and covenants to the Purchaser that as of the date hereof and as of each Closing Date:

  • Representations and Warranties Regarding the Servicer The Servicer represents and warrants to Company, the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders, as of the Cut-Off Date, [the date of the Servicing Agreement], the Closing Date [and any Deposit Date], that: (i) The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of [_______] and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Servicer; (ii) The Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Servicer or any provision of the Certificate of Incorporation or Bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer may be bound; and (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer or any of its properties or with respect to this Servicing Agreement or the Notes or the Certificates which in the opinion of the Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement. The foregoing representations and warranties shall survive any termination of the Servicer hereunder.

  • REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Representations and Warranties Regarding the Master Servicer The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans and the Bondholders, as of the Cut-off Date and the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the validity or enforceability of the Mortgage Loans; (ii) The Master Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the certificate of incorporation or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer is a party or by which the Master Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the Master Servicer), or to the knowledge of the Master Servicer threatened, against the Master Servicer or any of its properties or with respect to this Servicing Agreement or the Bonds or the Certificates which, to the knowledge of the Master Servicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement; and (vi) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the Master Servicer hereunder.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

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

  • Representations and Warranties Concerning the Seller The Seller hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows: (i) the Seller (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Seller's business as presently conducted or on the Seller's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the Seller has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (iii) the execution and delivery by the Seller of this Agreement have been duly authorized by all necessary corporate action on the part of the Seller; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Seller or its properties or the articles of incorporation or by-laws of the Seller, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Seller's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (iv) the execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; (v) this Agreement has been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Seller enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (vi) there are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened against the Seller, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Seller will be determined adversely to the Seller and will if determined adversely to the Seller materially and adversely affect the Seller's ability to enter into this Agreement or perform its obligations under this Agreement; and the Seller is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (vii) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note and each Mortgage were not subject to an assignment or pledge, and the Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

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