REPRESENTATIONS AND WARRANTIESOF THE COMPANY Sample Clauses

REPRESENTATIONS AND WARRANTIESOF THE COMPANY. The Company hereby represents and warrants to each Shareholder that as of the date of this Agreement: (a) the Company is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement, the performance of by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action of the Company, and the Company has duly executed and delivered this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Entity, except as set out in the Business Combination Agreement or any other Transaction Agreement; (e) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not (i) conflict with or result in any violation or breach of any provision of any of the organizational documents of the Company, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which the Company is a party; (f) except for this Agreement, the Business Combination Agreement or any other Transaction Agreement, the Company has not entered into or agreed to be bound by any other agreements or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (whether or not such agreements and arrangements are with any Shareholder); (g...
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REPRESENTATIONS AND WARRANTIESOF THE COMPANY. 9 3.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . 9 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . 10 3.3 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 11 3.4 Authorization; Binding Agreement . . . . . . . . . . . . . 12 3.5 Noncontravention . . . . . . . . . . . . . . . . . . . . . 12 3.6 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.7.A SEC Filings; Financial Statements . . . . . . . . . . . . . 14 3.7.B Insurance Subsidiary Statements . . . . . . . . . . . . . . 15 3.7.C No Undisclosed Liabilities . . . . . . . . . . . . . . . . 16 3.8 Absence of Certain Changes or Events . . . . . . . . . . . 17 3.9 Litigation, Judgments, No Default, Etc . . . . . . . . . . 19 3.10 Compliance . . . . . . . . . . . . . . . . . . . . . . . . 19 3.11 Tax Returns and Tax Payments . . . . . . . . . . . . . . . 20 3.12
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REPRESENTATIONS AND WARRANTIESOF THE COMPANY. The Company hereby represents and warrants to Parent and Merger Sub as follows:
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REPRESENTATIONS AND WARRANTIESOF THE COMPANY. 9 5.1 Organization....................................... 10 5.2 Authorization; Validity of Agreement............. 10 5.3 Capitalization..................................... 11 5.4 Consents and Approvals; No Violations ............ 11 5.5
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REPRESENTATIONS AND WARRANTIESOF THE COMPANY. 6.1 The Company hereby represents and warrants to the Underwriters, the U.S. Affiliates, and the Purchasers and acknowledges that each of them is relying on such representations and warranties in connection with the purchase of the Subscription Receipts and the completion of the Offering, as at the Closing Time, as follows:
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REPRESENTATIONS AND WARRANTIESOF THE COMPANY. 14 SECTION 4.01. Organization and Qualification.........................14
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REPRESENTATIONS AND WARRANTIESOF THE COMPANY. 2.1. Representations and Warranties of the Company. . . . . . . . . . . . 2 2.1.1. Organization and Standing. . . . . . . . . . . . . . . . . . . 2 2.1.2. Agreement Authorized and its Effect on Other Obligations. . . 2 2.1.3.
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Related to REPRESENTATIONS AND WARRANTIESOF THE COMPANY

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

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