Representations and Warranties - Seller. Seller represents, warrants and agrees that:
(a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of New Jersey and has the corporate power to execute, deliver, and perform its obligations under this Agreement;
(b) Seller is duly qualified to do business in such states in the United States where qualification is reasonably believed necessary for its business operations;
(c) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly authorized by any necessary corporate and shareholder action on the part of Seller enforceable against it in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency, or similar laws affecting the rights of creditors generally;
(d) The execution, delivery and performance by Seller of this Agreement does not violate any provision of the articles of incorporation or bylaws of Seller or result in a material breach of or constitute a material default under any indenture or loan agreement or any other agreement, lease or instrument to which Seller is a party or by which it or its properties may be bound or affected; and
(e) Each year within [C.I.] days of Sellers fiscal year end, Seller will provide or make available to ILC through the U.S. Securities and Exchange Commission's EDGAX xxxabase a statement of financial condition to ILC as of the end of [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED "[C.I.]" TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such fiscal year and a statement of earnings and retained earnings for such fiscal year, prepared by a certified public accountant acceptable to ILC, or, at ILC's option, hardcopies of the above information.
(f) WITH REGARDS TO ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THAT SELLER HAS PROVIDED ILC WITH ALL DOCUMENTS RELATING TO THE LEASE OR THE GOODS COVERED BY SUCH LEASE AND THAT THERE HAVE BEEN NO ORAL OR WRITTEN MODIFICATIONS TO THE LEASE, OR ANY OTHER WRITTEN AGREEMENTS RELATING TO THE GOODS NOT PREVIOUSLY DISCLOSED TO ILC PRIOR TO ILC'S EXECUTION OF THE LEASE AND OR PURCHASE OF THE GOODS.
Representations and Warranties - Seller. Seller represents and warrants as follows:
Representations and Warranties - Seller. Seller represents and warrants to Purchaser upon the execution hereof and at Closing that:
(i) Seller is a corporation duly organized and validly existing under the laws of the country of Norway, 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 Seller;
(iii) assuming the validity of execution and delivery by any other parties other than the Purchaser, the Operative Documents when executed and delivered by Seller constitute or will constitute legal, valid and binding obligations of Seller 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;
Representations and Warranties - Seller. Seller hereby represents and warrants to Buyer that:
Representations and Warranties - Seller. SELLER represents and warrants to BUYER that, to its Knowledge and except as a breach of any such representations and warranties would not constitute a Material Adverse Effect:
Representations and Warranties - Seller. Seller makes the following representations and warranties which shall be true and correct as of the date hereof and the date of close of escrow (regardless of any investigations Buyer shall have made with respect thereto prior to the close of escrow) and which shall survive the close of escrow through the close of business on the date six (6) months after the close of escrow. In the event that, during the period between the date hereof and the close of escrow, Seller learns, or has a reason to believe, that any of the following representations and warranties may cease to be true, Seller hereby covenants to give written notice thereof to Buyer as soon as is reasonably possible.
Representations and Warranties - Seller. (a) Seller hereby warrants and represents that, as of the Effective Date, this Agreement and the performance of Seller’s obligations under it and all the documents executed by Seller that are to be delivered to Buyer at the Closing are, or on the Closing Date shall be, duly authorized, executed, and delivered by Seller and are, or at the Closing Date shall be, legal, valid, and binding obligations of Seller, and do not, and on the Closing Date shall not, violate any provisions of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. Consent of the Seller’s Board of Education is required for Seller to enter into or to perform Seller’s obligations under this Agreement, and will be obtained before the Agreement is executed on behalf of the Seller hereunder.
(b) Seller hereby warrants and represents that it has complied with the requirements of Education Code section 17464, as applicable.
Representations and Warranties - Seller. 9 6.1 Organization and Existence. . . . . . . . . . . . . . . . . . . . . . 9
6.2 Authority and Approval; No Violations; Consents.. . . . . . . . . . . 9 6.3 Absence of Undisclosed Liabilities. . . . . . . . . . . . . . . . . .10 6.4 Title to, and Condition of, Acquired Assets.. . . . . . . . . . . . .10
Representations and Warranties - Seller represents and warrants to Buyer, as of the date of this Amendment, as follows: (i) all representations and warranties made by it in Article 10 of the Repurchase Agreement (other than those representations and warranties which were disclosed in writing to Buyer with respect to any Purchased Asset prior to the Purchase Date thereof) are true and correct in all material respects; (ii) it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance; (iii) the person signing this Amendment on its behalf is duly authorized to do so on its behalf; (iv) the execution, delivery and performance of this Amendment will not violate (i) any Requirement of Law applicable to it or (ii) its organizational documents or any agreement by which it is bound or by which any of its assets are affected, in each case, to the extent that such conflict or breach would have a material adverse effect upon Seller’s ability to perform its obligations hereunder or under the Transaction Documents; (v) the execution, delivery and performance of this Amendment will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien of any nature whatsoever upon any of the property or assets of Seller; (vi) except for those obtained or filed on or prior to the date hereof, Seller is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental authority or other agency in connection with or as a condition to the execution, delivery or performance of this Amendment; 6
Representations and Warranties - Seller and Buyer hereby represent and warrant as follows:
(a) To their knowledge, Seller and Buyer respectively represent and warrant that no impediment exists to their entering into the Agreement and they have not made any agreement with any third party which will interfere with their performance under the Agreement.
(b) To their knowledge, Seller and Buyer respectively represent and warrant that no information contained in any proposal, quotation or other document submitted by Seller or Buyer to the other in connection with the transactions contemplated by the Agreement is incorrect or misleading.
(c) Seller's performance under the Agreement, as well as all Products provided hereunder, will comply with all applicable international, national, federal, state and local laws and ordinances, and all orders, rules, ***** Portions redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. regulations and requirements thereunder. All Products will be marked, as required, to show compliance with the laws of any country in which such Products will be used, sold or leased by Buyer.
