SELLER'S AND SHAREHOLDER'S REPRESENTATIONS Sample Clauses

SELLER'S AND SHAREHOLDER'S REPRESENTATIONS. WARRANTIES AND AGREEMENTS Seller and Shareholder represent, warrant and agree as follows, which representations, warranties and agreements shall be deemed to have been made again at Closing:
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SELLER'S AND SHAREHOLDER'S REPRESENTATIONS. The Seller and the Shareholder hereby represent and warrant to the Buyer that (a) the execution, delivery and performance of this Agreement by the Seller and the Shareholder do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Seller or the Shareholder are a party or by which they are bound, (b) the Seller and the Shareholder are not parties to, or bound by, any employment agreement, noncompete agreement or confidentiality agreement with any other Person that shall conflict with, breach or violate the terms of this Agreement, and (c) upon the execution and delivery of this Agreement by the Parties and assuming due execution and delivery of this Agreement by the Buyer, this Agreement shall be the valid and binding obligation of the Seller and the Shareholder, enforceable in accordance with its terms, except as such enforcement may be limited by or subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
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Related to SELLER'S AND SHAREHOLDER'S REPRESENTATIONS

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Sellers’ Representative By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • SELLER'S REPRESENTATION AND AGREEMENTS (a) Seller represents and warrants as of this date that:

  • Seller Representations Seller hereby represents and warrants that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER Seller and Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

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