Common use of TRANSFEREE’S REPRESENTATIONS AND WARRANTIES Clause in Contracts

TRANSFEREE’S REPRESENTATIONS AND WARRANTIES. Transferee represents and warrants to Transferor that: a. Transferee is a corporation duly incorporated, organized and existing under the laws of with corporate power to own its assets and carry on its business and has made all the necessary filings under applicable laws to which Transferee is subject; b. Transferee has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the transactions to be completed by Transferee as contemplated by this Agreement; c. This Agreement constitutes a valid and legally binding obligation of Transferee, enforceable against Transferee in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court; and d. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Transferee is subject or any provision of the charter or bylaws of the Transferee. Transferee makes no other representation or warranty of any kind, whether express or implied, other than as set forth in this Section 8. The representations and warranties of Transferee set forth in this Section 8 will survive the Closing and shall terminate six (6) months after the Closing Date.