Warranties and Representations of Equity Holders Sample Clauses

Warranties and Representations of Equity Holders. In order to induce ARCS to enter into this Agreement and to complete the transaction contemplated hereby, each Equity Holder warrants and represents to ARCS as follows with respect to himself or herself, with respect to the Acquired Company Equity owned by such Equity Holder, and also with respect to the Acquired Company that issued such Equity. For further clarity, each reference to the Acquired Company made by an Equity Holder in this Section 4 refers to each Acquired Company that issued Acquired Company Equity to the Shareholder, as set forth in Schedule 2(a).
Sample 1
AutoNDA by SimpleDocs
Warranties and Representations of Equity Holders. In order to induce ARCS to enter into this Agreement and to complete the transaction contemplated hereby, each Equity Holder warrants and represents to ARCS as follows with respect to himself or herself, with respect to the Acquired Company Equity owned by such Equity Holder, and also with respect to the Acquired Company that issued such Equity. For further clarity, each reference to the Acquired Company made by an Equity Holder in this Section 4 refers to each Acquired Company that issued Acquired Company Equity to the Shareholder, as set forth in Schedule 2(a). Concurrent with the execution of this Agreement, the Equity Holders shall deliver to ARCS the portion of the Disclosure Schedules relating to this Article 4, which shall be deemed a part hereof and shall qualify any representation made herein to the extent of the corresponding section of the Disclosure Schedules.
Sample 1

Related to Warranties and Representations of Equity Holders

  • Warranties and Representations 7.1 Customer warrants and represents with respect to all of The Xxxx(s) sold to SYSTRAN that (a) The Xxxx(s) are genuine and in all respects what they purport to be; (b) Customer has good title to The Xxxx(s) and The Xxxx(s) are free and clear of all encumbrances, liens and prior claims, and that the Customer has the legal right to sell The Xxxx(s); (c) Customer has no knowledge of any fact which may impair the validity of The Xxxx(s) or make them uncollectible in accordance with its terms and face amount; (d) for transportation Customers, The Xxxx(s) were made in accordance with the laws and the regulations of the Federal Highway Administration or other federal regulatory agency, and the appropriate state regulatory commission or made according to lawful and valid contracts which Customer has executed; (e) for transportation Customers, The Xxxx(s) are supported by lawful, effective and complete bills of lading or other contract of carriage together with bona fide, genuine, valid and signed delivery receipts, and Customer will not modify or delete any of the terms of the original Bills or Special Purchase Bills or xxxx of lading with respect to same; (f) there are no counterclaims or setoffs or defenses existing in favor of the Debtor, whether arising from the services provided or goods sold which are the subject of The Xxxx(s) or otherwise and there has been no agreement as to the issuance or granting of any discount on The Xxxx(s); (g) The Xxxx(s) are not a duplicate of and do not cover the same services provided or goods sold as a Xxxx or Special Purchase Xxxx previously purchased by SYSTRAN from the Customer or billed directly by the Customer to the Debtor; (h) Customer does not own, control, or exercise dominion over the business of any Debtor whose Bills or Special Purchase Bills are factored by Customer to SYSTRAN, Customer is not a subsidiary of any Debtor and no Debtors control or exercise dominion over the business of Customer; (i) Customer will not under any circumstances or in any manner whatsoever interfere with any of SYSTRAN’s rights under this Agreement in connection with SYSTRAN’s factoring of The Xxxx(s); (j) Customer has not and will not pledge the credit of SYSTRAN to any person or business for any purpose whatsoever; (k) for non-transportation Customers, until the sale by Customer to Debtor of the goods described in The Xxxx(s), Customer had good title to the goods sold, the goods were free of all encumbrances, liens and prior claims, and Customer had the legal right to sell the goods.

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

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

  • Representation, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

  • Representations, Warranties and Covenants of the Adviser The Adviser represents and warrants to, and covenants with, the Sub-Adviser and the Fund as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.