Representations at Closing. The representations and warranties of the Buyer in this Agreement shall continue to be true, accurate and not misleading up to and including the relevant Closing Date as if each such representation and warranty were repeated at such Closing Date with reference to the facts and circumstances then existing.
Representations at Closing. At any RoFR Closing, the Sellers shall represent and warrant in writing to the Buyers only that the Sellers (i) are the sole beneficial and record owners of the Offered Interests and have good and marketable title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement) and (ii) have full power and authority to sell the Offered Interests without conflict with the terms of any law, order or material agreement or instrument binding upon them or their assets; and the Sellers shall deliver to the Buyers such customary instruments of assignment with respect to the Offered Interests as may be reasonably requested by the Buyers.
Representations at Closing. At the closing of any Transfer of Included Interests pursuant to this Section 9.3, (i) the participating Buyers shall not be required to make any representations and warranties with respect to the Company or the Business other than those that the Sellers make to the purchaser, nor shall the Buyers be required to make any non-compete, non-solicit or similar covenants in connection with such Transfer, and (ii) the participating Buyers shall deliver to the purchaser such customary instruments of assignment with respect to the Included Interests as may be reasonably requested by the purchaser.
Representations at Closing. At the closing of any purchase and sale pursuant to the Buy-Sell Procedure, the selling Member Group shall represent and warrant in writing to the non-selling Member Group that the selling Members (i) are the sole beneficial and record owners of the Interests being sold and have good and marketable title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement) and (ii) have full power and authority to sell the Interests being sold without conflict with the terms of any law, order or material agreement or instrument binding upon them or their assets; and the selling Members shall deliver to the non-selling Member Group such customary instruments of assignment with respect to the Interests being sold as may be reasonably requested by the non-selling Member Group.
Representations at Closing. At any RoFR Closing, the Sellers shall represent and warrant in writing to AWS Sub only that the Sellers (i) are the sole beneficial and record owners of the Offered Interests and have good and marketable title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement) and (ii) have full power and authority to sell the Offered Interests without conflict with the terms of any law, order or material agreement or instrument binding upon them or their assets; and the Sellers shall deliver to AWS Sub such customary instruments of assignment with respect to the Offered Interests as may be reasonably requested by AWS Sub.
Representations at Closing. At any RoFR Closing, the Sellers shall represent and warrant in writing to American II only that the Sellers (i) are the sole beneficial and record owners of the Offered Interests and have good title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement or under any applicable securities laws and other than Liens under or pursuant to the Senior Credit Facility and the other Loan Documents (as defined therein)) and (ii) have full power and authority to sell the Offered Interests without conflict with the terms of any Applicable Law, order or agreement or instrument binding upon them or their assets. The Sellers shall deliver to American II such customary instruments of assignment with respect to the Offered Interests as may be reasonably requested by American II to vest in American II all right, title and interest therein.
Representations at Closing. At the closing of any purchase of any of the Total Subject Stock contemplated herein, all of such Total Subject Stock being transferred to Powertel or Sonera and any common stock of Powertel being transferred to Investors shall be issued, sold, transferred or assigned free and clear of any and all liens, claims or encumbrances. Each of Investors, Powertel and Sonera shall provide to the other party to the transaction the following representations and warranties, as applicable to such party:
(a) the transferor has all requisite organizational power and authority to issue, sell, transfer or assign the respective stock being so transferred, and all corporate action necessary to approve the issuance, sale, transfer or assignment of the respective stock being so transferred has been taken;
(b) the transferor has clear and marketable title to the respective stock being so transferred, free from any and all liens, claims or encumbrances, and there are no outstanding contracts, options, other rights to purchase or acquire or other restrictions applicable to the respective stock being so transferred;
(c) the transferor is under no obligation to obtain any prior approval of any third party or governmental agency, including without limitation, the Federal Communications Commission (the "FCC"), the Federal Trade Commission or the United States Department of Justice, for the lawful transfer of the respective stock, except for such approvals as will be obtained prior to the completion of such transfer;
(d) the respective stock being so transferred is duly authorized, validly issued, fully paid and non-assessable, and the respective stock will be issued, sold, transferred or assigned by the transferor in conformity with all applicable laws, including any federal and state securities laws applicable to the transferor (assuming the accuracy of any representations made by the acquiror with regard thereto);
(e) the acquiror is acquiring the respective stock for the acquiror's own account solely for the purpose of investment, and the acquiror is an "accredited investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended.
Representations at Closing. For the purposes of this Article 11, each party shall be deemed to have remade all of its representations and warranties contained in this Agreement at the Closing (as amended pursuant to Article 4, in the case of Seller) with the same effect as if originally made at the Closing.
Representations at Closing. At a Closing pursuant to this Section 7.3, the Selling Group shall represent and warrant in writing to the purchasing Member Group that (i) the Selling Group is the sole beneficial and record owner of the ROFR Assets and has good and marketable title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement) and (ii) the Selling Group has the full power and authority to sell such ROFR Assets without conflict with the terms of any material agreement, law, order or instrument binding upon it; and the Selling Group shall deliver such customary instruments of assignment with respect to such ROFR Assets as reasonably requested by the purchasing Member Group.
Representations at Closing. The representations and warranties of Delic and Merger Sub in this Agreement shall continue to be true and accurate up to and including the Closing Date as if each such representation and warranty were repeated at the Closing Date with reference to the facts and circumstances then existing.
