REPRESENTATIONS OF THE VENDORS Sample Clauses

REPRESENTATIONS OF THE VENDORS. To induce the Purchasers to enter into this Agreement and complete the transactions contemplated hereby, the Vendors individually represent and warrant to and in favor of the Purchasers now as provided in this Section 2.1 in respect of the Corporation and the Purchased Shares. (a) Each of the Vendors beneficially and of record owns the Purchased Shares represented herein to be owned by him and such Purchased Shares are free of all mortgages, charges, liens, pledges, claims, security interests, agreements and other encumbrances and no person, firm or corporation has any agreement or option or right capable of becoming an agreement or option for the purchase from any of the Vendors of any of the Purchased Shares represented herein to be owned by him except as provided herein, and each of the Vendors has good right, full power and absolute authority to sell and assign the Purchased Shares held by him as provided in this Agreement. The Purchased Shares are not subject to any shareholder, pooling, escrow or similar agreements, except the Escrow Agreement. (b) This Agreement has been duly executed and delivered by each of the Vendors and all documents required hereunder to be executed and delivered by each of the Vendors shall have been duly executed and delivered and this Agreement does, and such documents will, constitute legal, valid and binding obligations of each of the Vendors enforceable in accordance with their terms. (c) The execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder by each of the Vendors and the consummation of transactions contemplated herein will not, as a result of such Vendor's involvement, violate nor be in conflict with any provision of any agreement or instrument to which such Vendor is a party or is bound or, to the best of such 82 Vendor's knowledge, information and belief, any judgment, decree, order, statute, rule or regulation applicable to such Vendor. (d) There are no actions, suits, proceedings or claims existing or, to the best of the knowledge, information and belief of each of the Vendors, pending or threatened, which might reasonably be expected to result in a material impairment or loss of such Vendor's interest in its portion of the Purchased Shares or any part thereof, and there is no particular circumstance, matter or thing known to each of the Vendors which could reasonably be anticipated to give rise to any such action, suit, proceeding or claim. (e)...
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REPRESENTATIONS OF THE VENDORS. 5.01 The Vendors and the Business hereby represent and warrant jointly and severally to the Purchaser as follows: a) The Business is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and it and the Vendors have the authority to execute this letter agreement and to be bound by the terms and conditions hereof and to enter into and be bound by the Definitive Agreement. The minute books of the Business are accurate and complete and contain true, correct and complete copies of the articles, bylaws, minutes of board and shareholder meetings and every written resolution of the Business. b) The Vendors will obtain prior to the Closing Date, all necessary actions required for the execution of this letter agreement. c) Prior to the Closing Date and the execution of the Definitive Agreement, the Vendors and the Business will not enter into any material contract or agreement with any other person or entity that may affect the Business or the terms or materiality of this letter agreement without the express written consent of the Purchaser, except that the Vendors will cause the Business to transfer its Hipposoft Apps division to the Vendors prior to the Closing Date. d) The Business has good and marketable title to all assets, properties, technology, subsidiaries, intellectual property, contracts and business arrangements, including but not limited to, the assets set forth on Schedule “A” hereto, its financial statements and other documents provided to or to be provided to the Purchaser and there are no liens, mortgages or encumbrances against said assets or other debts and liabilities in connection therewith. The Business owns all intellectual property rights in and to the assets set forth on Schedule “A” and such assets do not infringe the intellectual property rights of any other party. e) The Vendors are the sole shareholders of record and sole beneficial owners of the Business and no person, firm or corporation other than the Purchaser has any agreement or right capable of becoming an agreement for the acquisition of an interest in the Business, and to the Vendors’ knowledge there is no basis for and there are no actions, suits, judgements, investigations or proceedings outstanding or pending or threatened, or charges, liens, encumbrances or obligations which might affect the Business or the Vendors’ interests in the Business. f) All representations made in the Business’s business plan or other written ...
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REPRESENTATIONS OF THE VENDORS. The Company and Xxxxxxx each represents and warrants to DSET that:
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REPRESENTATIONS OF THE VENDORS. Each of the Vendors represent and warrant to Hola that:
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REPRESENTATIONS OF THE VENDORS. The Vendors hereby separately represent and warrant to the Purchaser and JAWS, except as set forth in Schedule C, in respect of their Vendors's Rights that:
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REPRESENTATIONS OF THE VENDORS. Each of Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Soon Chong and Xxxxxxxxx Xxxxxx do hereby separately represent and warrant to the Purchaser and JAWS, in respect of their Vendors's Rights that:
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REPRESENTATIONS OF THE VENDORS. The Vendors hereby separately represent and warrant to the Purchaser, in respect of their Vendors's Rights that:
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REPRESENTATIONS OF THE VENDORS. Each of the Vendors represent and warrant to Tamm that:
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Related to REPRESENTATIONS OF THE VENDORS

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Representations of the Company The Company represents and warrants to the Committee and the Trustee as of the date hereof: (i) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware; (ii) The Securities have been duly authorized and, when issued to and accepted by the Trust in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock; (iii) This Agreement has been duly authorized, executed and delivered by the Company and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company, and each constitutes a valid legally binding agreement of the Company enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and except as to the enforceability of the indemnification or contribution provisions contained therein; (iv) The issuance of the Securities to the Trust and the compliance by the Company with all of the provisions of the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, nor will such action result in any violation of the provisions of the Company’s Certificate of Incorporation, as currently in effect, or Bylaws, as amended, by the Company or the charter or bylaws or similar governing documents of any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties; (v) No commission within the meaning of Section 408(e)(2) of ERISA, brokerage fee or other charge will become due or payable in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, including the contribution of the Securities; (vi) It is not necessary in connection with the offer, sale and delivery of the Securities by the Company to the Trust to register the Securities under the Securities Act of 1933, as amended, or under the securities laws of any state, because the Securities are exempt from such registration; the Securities have not been so registered; and the Company is issuing the Securities to the Trust in reliance upon an exemption from such registrations. (vii) The Securities are qualifying employer securities (as defined in Section 407(d)(5)(B) of ERISA); and (viii) Immediately after the Trust acquires the Securities, the fair market value of the Securities held by the Plan, together with the fair market value of other employer securities and employer real property held by the Plan, does not exceed 10 percent of the fair market value of the assets of the Plan, as required by Section 407(a)(2) of ERISA.

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

  • Representations of Buyer Buyer represents and warrants that:

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