REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER Clause Samples
The "Representations and Warranties with Respect to Seller" clause sets out specific statements and assurances made by the seller regarding their authority, ownership, and the condition of the assets or business being sold. Typically, this clause covers matters such as the seller’s legal right to enter into the agreement, the absence of undisclosed liabilities, and compliance with applicable laws. Its core function is to provide the buyer with confidence in the accuracy of key facts about the seller and the transaction, thereby allocating risk and establishing grounds for remedies if any statements prove untrue.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Seller represents and warrants to Purchaser that all of the following are true and correct as of the Signing Date, the Closing Date, Mechanical Completion, Project Substantial Completion and Final Completion (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. As a material inducement to Buyer to enter into this Agreement, Seller represents and warrants to Buyer that:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Seller hereby represents and warrants to Buyer that the statements contained in this Article III are true and correct, except as set forth in the Seller Disclosure Schedules numbered to correspond to the Section of this Article III to which such exception relates.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Seller makes the following representations and warranties to Buyer as of the Closing (or, if made as of a specified date, as of such date):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. AND THE BUSINESS 24
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Subject to the exceptions, disclaimers and other matters set forth in this Agreement and the matters set forth on the disclosure schedules delivered by Seller under this Agreement (the “Disclosure Schedules”), Seller represents and warrants to Buyer, as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Except as set forth in the disclosure schedule delivered by Seller to Buyer concurrently with the execution of this Agreement (the “Seller Disclosure Schedule”), Seller and the Shareholders hereby, jointly and severally, represent and warrant to Buyer as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Seller hereby represents and warrants to Buyer, as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. As of the Closing Date (except with respect to those representations and warranties that are expressly made as of a specific date, which are made only as of such specific date), Seller represents and warrants to Buyer as follows, in each case as qualified by the matters set forth in the Disclosure Schedules and Section 8.2(h):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. 10 Section 2.1. Organization, Standing and Power ............................................................10 Section 2.2. Authority ....................................................................................................10 Section 2.3. Title to Purchased Assets ...........................................................................11 Section 2.4. Noncontravention; Governmental Approval ..............................................11 Section 2.5. Capital Structure ........................................................................................12 Section 2.6. Financial Statements; Liabilities ................................................................12 Section 2.7. Indebtedness ...............................................................................................13 Section 2.8. Absence of Certain Changes or Events ......................................................13 Section 2.9. Litigation ....................................................................................................15 Section 2.10. Contracts ....................................................................................................15 Section 2.11. Compliance with Laws; Permits ................................................................17 Section 2.12. Properties ...................................................................................................17 Section 2.13. Intellectual Property ...................................................................................19 Section 2.14.