REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES Sample Clauses

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. 13 Section 5.02. Consents and Approvals; No Violations. 13 Section 5.03. Assets. 13 Section 5.04. Litigation 13 Section 5.05. Compliance with Laws 14 Section 5.06. Compliance with Permits 14 Section 5.07. Taxes 14 Section 5.08. Brokers 15 Section 5.09. Real Property 15 Section 5.10. Environmental Matters 15 Section 5.11. Labor Matters. 16 Section 5.12. Employee Benefit Plans. 17 Section 5.13. Insurance. 18 Section 5.14. Unlawful Payments. 19 Section 5.15. No Other Representations and Warranties 19
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer that the statements contained in this Article V are true and correct as of the date hereof.
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Except as set forth on the disclosure schedule delivered by the Company to Parent on the date hereof concurrently with entry into this Agreement (the “Company Disclosure Schedule”) and attached to this Agreement as Schedule A, the Company hereby represents and warrants to Parent as follows as of the date of this Agreement, except to the extent that a representation, warranty or section of the Company Disclosure Schedule expressly states that such representation or warranty is made only as of an earlier date:
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. The Seller represents and warrants to the Purchaser that the statements in this Article 3 are correct and complete, except as set forth in accordance with Section 12.07 in the schedules accompanying this Agreement (the “Disclosure Schedules”):
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules (it being agreed that any matter disclosed in a Schedule with respect to any Section shall be deemed to have been disclosed with respect to any other Section to the extent its relevance and applicability to such Section is reasonably apparent from the wording of such disclosure), Selling Parties and the Company jointly and severally represent and warrant to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Except as provided in the Disclosure Schedules, the Company represents and warrants to the Buyer as follows:
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. The Sellers hereby represent and warrant to the Buyer, as of the date hereof, that, except as set forth in the Disclosure Schedules:
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Subject to matters disclosed in the disclosure schedule delivered by the Seller to Acquirer concurrently with the execution of this Agreement (the “Seller Disclosure Schedule”), the Acquired Companies represent and warrant to Acquirer as of the Agreement Date and as of the Closing Date as follows:
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Related to REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER The Purchaser hereby represents and warrants that, as of the Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR 6.1 The Acquiror represents, warrants and, where applicable, covenants to the Seller as follows and acknowledges that the Seller is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement: (a) the Acquiror has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to conduct its business as it is now being conducted and to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Acquiror and the performance by it of its obligations hereunder have been duly authorized by its respective board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Acquiror and, assuming the due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation, enforceable by the Seller against the Acquiror in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (d) none of the execution and delivery by the Acquiror of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Acquiror will result in a breach of: (i) the constating documents of the Acquiror; (ii) any agreement or instrument to which the Acquiror is a party or by which the Acquiror or any of the Acquiror's property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Acquiror, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Acquiror to perform its obligations under this Agreement or otherwise delay the Acquiror in performing such obligations; and (e) the Acquiror has sufficient funds or has made adequate arrangements to have financing in place in order to distribute to all the Securityholders the cash consideration to which they are entitled upon consummation of the Transaction. The representations and warranties of the Acquiror set forth in this Article 6 shall survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Seller until the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • Representations and Warranties of the Advisor The Advisor represents and warrants to the Sub-Advisor and the Trust as follows: (a) The Advisor is registered as an investment adviser under the Advisers Act; (b) The Advisor is a corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV (a copy of which is attached as Exhibit B) prior to the execution of this Agreement; (e) The Advisor and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Advisor to enter into this Agreement; and (f) The Advisor and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Advisor and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

  • Representations and Warranties Concerning the Transaction (a) Representations and Warranties of the Seller (b) Representations and Warranties of the Buyer

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

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