Representations, Warranties and Agreements of the Seller. The Seller hereby makes to the Purchaser, as of the date hereof and as of each Transaction Settlement Date and each Assignment Date, the representations and warranties set forth on Exhibit D.
Representations, Warranties and Agreements of the Seller. With respect to the Participation, the Seller represents and warrants to, and agrees with, the Participant on and as of the Closing Date that: (a) it has made no prior assignment, conveyance, transfer or grant of a participation interest in the Transferred Interest or of any interest therein and has no obligation to do so; (b) the Seller is the sole legal and beneficial owner of the Transferred Interest, and it has good title to the Transferred Interest, free and clear of all liens and encumbrances of any kind except for liens that will be released in connection with and contemporaneously with the sale of the Participation; (c) the Seller is duly organized and validly existing in good standing under the laws of its jurisdiction of formation, and has full power and authority to execute and deliver this Agreement and all other documents executed in connection herewith, and to consummate the sale of a Participation as contemplated hereby and thereby and no consents, approvals or registrations, other than those already obtained, are required in connection with the sale hereunder and the consummation of the transaction contemplated hereby; (d) this Agreement and any documents to be executed in connection herewith have been duly authorized by it, are valid, binding and enforceable against it in accordance with their respective terms except as the enforceability thereof may be limited by applicable bankruptcy or insolvency laws or by a court’s exercise of its equitable powers, and are not in contravention of (i) any law, rule, regulation or agreement by which the Seller or any of its assets are bound, other than any agreement which governs or secures indebtedness of the Seller that will be repaid in full in connection with and contemporaneously with the sale of the Participation or (ii) the Seller’s organizational documents; (e) it is a sophisticated seller with respect to the Participation, has adequate information concerning the business and financial condition of the Obligor to make an informed decision regarding the sale of the Participation, and has independently, without reliance upon the Participant and based on such information as it deemed appropriate, made its own analysis and decision to enter into this Agreement and the Seller acknowledges and agrees that the Participant may possess material information with respect to the Obligor not known to the Seller (“Purchaser Information”), that the Seller has not requested the Purchaser Information and that th...
Representations, Warranties and Agreements of the Seller. The Seller hereby represents and warrants to the Buyer as follows:
Representations, Warranties and Agreements of the Seller. The Seller hereby represents and warrants to, and agrees with, the Purchaser, as of the Closing Date, as follows:
2.1 The Seller is a corporation duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement. The Seller has the full legal right, power, and authority to sell, assign, transfer, and convey the Purchased Shares in accordance with the terms of this Agreement, and the delivery to the Purchaser of the Purchased Shares pursuant to the terms of this Agreement will transfer to the Purchaser good, valid, and legal title to the Purchased Shares, free and clear of any and all liens, claims, pledges, charges, security interests, transfer restrictions, or encumbrances.
2.2 The execution, delivery, and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Seller and have been duly authorized by all necessary action on the part of the Seller. The execution, delivery, and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by the Seller, by or in respect of, any governmental body, agency, or official or any other person, other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller or its affiliates under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the filing of a Form 8-K under the Exchange Act by the Company, or such as has been previously obtained, made, or taken prior to the Closing Date.
2.3 This Agreement has been (a) duly executed and delivered by the Seller and (b) constitutes a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable Law. For the purposes of this Agreement, “Law” shall mean any United States federal, provincial, state, local, municipal, or other applicable law, statute, ordinance, code, rule, regulation, judgment, order, or decree relevant to the transactions contemplated by this Agreement.
Representations, Warranties and Agreements of the Seller. As an inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated herein, the Seller represents and warrants to the Buyer and agree as set forth in this Article I, and the Seller acknowledges that the Buyer intends to rely on such representations and warranties. The representations and warranties of the Seller are qualified by the information set forth in the Schedules referred to in this Article I.
Representations, Warranties and Agreements of the Seller. As an inducement to the Purchasers to enter into this Agreement and to consummate the purchase of the Shares this Agreement contemplates, the Seller represents and warrants to the Purchasers and agrees as follows:
Representations, Warranties and Agreements of the Seller. The Seller hereby represents and warrants to and agrees with the Buyer and the Guarantor as follows, all of which representations, warranties and agreements are made as of the date of this Agreement and, except as they may be modified by Seller in writing and accepted by Buyer in writing prior to or in connection with the Closing, as of the Appointment Time (or with respect to Sections 4.1, 4.4 and 4.17, as of the Closing Date):
Representations, Warranties and Agreements of the Seller. The Seller represents and warrants to, and agrees with, the Purchaser that:
(a) Each Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Seller has the power and authority to enter into this Agreement and the proxy delivered by the Seller to Purchaser in connection with the shares covered hereby (the "Proxy") and to sell, assign, transfer and deliver the Shares in accordance herewith.
(b) This Agreement and the Proxy have been duly authorized, executed and delivered by each Seller and constitute a valid and legally binding obligation of the Seller, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.
(c) Neither the execution nor the delivery of this Agreement and the Proxy nor the sale of the Shares nor each Seller's performance of any of its covenants and agreements hereunder or thereunder will, directly or indirectly, (i) contravene, conflict with, or result in a violation of the charter or by-laws, or other governing instruments, of the Seller; (ii) contravene, conflict with, or result in a violation of any law, rule, or regulation applicable to the Seller, (iii) contravene, conflict with, or result in a violation or breach of, or give any person the right to exercise any remedy under, or accelerate the maturity or performance of, or cancel, terminate or modify any agreement or instrument to which the Seller is a party or by which the Seller is bound or to which any of its properties are subject, or (iv) give any person the right to prevent, delay, or otherwise interfere with any of the transactions contemplated hereby.
(d) No consent, approval, authorization or order of, or filing with, any person, court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement and the Proxy.
(e) Immediately prior to the Closing (as defined below), each Seller will have good and valid title to the Shares, free and clear of all liens, encumbrances, equities or claims (other than pursuant to this Agreement); and, upon delivery of the Shares and payment therefore pursuant hereto, good and valid title to the Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Purchaser.
Representations, Warranties and Agreements of the Seller. The Seller hereby makes the following representations and warranties to the Purchaser as of the Effective Date:
(a) VALIDITY AND STATUS OF THE ACQUIRED SHARES. Upon payment of the Purchase Price, the Acquired Shares have been duly and validly issued.
Representations, Warranties and Agreements of the Seller. The Seller represents and warrants to the Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date:
