Transferor’s Representations and Warranties. Transferor represents and warrants to Acquiror as follows:
Transferor’s Representations and Warranties. The Transferor represents and warrants to the Transferee as of the Closing Date and as of each Conveyance Date:
Transferor’s Representations and Warranties. The Transferor hereby represents and warrants to Transferee as at the date of this Agreement (the “Warranties” and each a “Warranty”):-
Transferor’s Representations and Warranties. Transferor represents and warrants to Transferee that:
a. Transfer is a corporation duly incorporated, organized and existing under the laws of with the corporate power to own its assets and to carry on its business and has made all necessary filings under all applicable laws to which Transferor is subject;
b. Transferor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer all of Transferor’s right, title and interest to the Assets to Transferee;
c. This Agreement constitutes a valid and legally binding obligation of Transferor, enforceable against Transferor 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;
d. There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon Transferor to sell, transfer, or in any other way dispose of the Assets other than pursuant to the provisions of this Agreement or pursuant to purchase orders accepted by Transferor in the usual and ordinary course of the business;
e. 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 Transferor is subject or any provision of the charter or bylaws of any of the Transferor; and
f. At the Closing, except as provided in Section 10a, Transferee will receive good and marketable title to all of the Assets free and clear of all Liens, provided, however, that with respect to those Assets in which Transferor purports to only have a leasehold interest, Transferee will only receive Transferor’s leasehold interest. The term “Liens” means all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, encroachments, hypothecations, equities, restrictions, rights-of-way, exceptions, limitations, charges, possibilities of reversion, rights of refusal or encumbrances of any nature whatsoever other than (i) mechanic’s, materialmen’s and similar liens t...
Transferor’s Representations and Warranties. (a) Except as expressly set forth in the Purchase Agreement or in this Agreement, Transferor makes no representation, warranty, or covenant whatsoever with respect to any matter, thing or event.
(b) Transferor represents and warrants to New Operator as follows:
Transferor’s Representations and Warranties. Transferor represents and warrants to the Corporation as follows:
Transferor’s Representations and Warranties. Transferor, for itself, acknowledges, represents and warrants to Transferee and the Company that (i) Transferor holds good and valid title to the Warrant, and there are no liens against the Warrant nor has the Warrant been pledged as security for any obligation, (ii) this Agreement constitutes a valid and binding obligation of Transferor, enforceable in accordance with its terms, and (iii) the execution and delivery of this Agreement does not (A) violate any provision of law applicable to Transferor, (B) conflict with any document, agreement or instrument to which Transferor is a party, or (C) except for the consent of the Company, require that Transferor obtain any consent of, or approval to, any person.
Transferor’s Representations and Warranties. Transferor represents and warrants to New Manager as of the date hereof and as of the Closing as follows:
Transferor’s Representations and Warranties. Transferor makes the following representations and warranties to Company, which representations and warranties shall not survive the Escrow Closing Date, except for the representation and warranty set forth in Section 3.18 hereof which shall survive for a period of one year after the Closing Date (it being expressly understood and agreed that notwithstanding anything to the contrary (express or implied) set forth herein, in the case of any breach by Transferor of any of the following representations and warranties, Company's sole right shall be the exercise (if it is entitled to do so) of its right of termination pursuant to Section 9.1(f) hereof (and Company's sole remedies in connection therewith shall be those expressly set forth in Section 9.2 hereof) and Transferor shall not at any time (whether before, on or after the Escrow Closing Date) have any further liability whatsoever with respect to any such breach of the following representations and warranties):
Transferor’s Representations and Warranties. The Transferor legally owns the title to the Target Shares immediately prior to the Closing Date.
