REPRESENTATIONS, WARRANTIES AND COVENANTS OF CK WITCO, COLORS, HOLDINGS AND EUROPE Sample Clauses

REPRESENTATIONS, WARRANTIES AND COVENANTS OF CK WITCO, COLORS, HOLDINGS AND EUROPE. CK Witco has prepared and delivered to Yorkshire a disclosure memorandum (the "CK Witco Disclosure Memorandum") setting forth any and all exceptions or supplemental information to the representations, warranties and covenants contained in Articles 3, 4 and 6 of this Agreement, and has delivered to Yorkshire documents and materials pursuant to or in connection with this Agreement, and any and all modifications or amendments to the documents and materials have been or will be delivered to Yorkshire with the CK Witco Disclosure Memorandum. The disclosures set forth in the CK Witco Disclosure Memorandum qualify or supplement only those representations, warranties and covenants specifically referenced and referred to in the CK Witco Disclosure Memorandum, and a disclosure or supplement related to any particular representation, warranty or covenant shall not qualify or supplement any other representation, warranty or covenant unless evident by its context or unless expressly stated. Nothing in the CK Witco Disclosure Memorandum or in any documents or materials delivered to Yorkshire shall operate to limit or exclude the liability of CK Witco and Holdings under or in respect of Part B of the Taxation Schedule or to qualify or supplement any of the covenants set out in the Taxation Schedule, it being understood and agreed that the representations, warranties and covenants set forth in the Taxation Schedule shall be the exclusive representations, warranties and covenants made in respect of the matters covered thereby. To induce Yorkshire to enter into this Agreement and to consummate the transactions contemplated by this Agreement, subject to the qualifications set forth in the CK Witco Disclosure Memorandum, CK Witco, Colors, Holdings and Europe, jointly and severally, represent and warrant to Yorkshire, Americas, each other Yorkshire Entity, and each Affiliate of Yorkshire, and covenants and agrees, as of the date hereof and again as of the Closing Date, as follows:
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Related to REPRESENTATIONS, WARRANTIES AND COVENANTS OF CK WITCO, COLORS, HOLDINGS AND EUROPE

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

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