Warranties of the Investors Sample Clauses
The "Warranties of the Investors" clause sets out the specific assurances and representations that investors make to the company or other parties in a transaction. Typically, this clause requires investors to confirm facts such as their legal authority to invest, their compliance with relevant laws, and their financial capacity to fulfill their commitments. For example, investors may warrant that they are not restricted by any legal or contractual obligations that would prevent them from participating in the deal. The core function of this clause is to allocate risk and ensure transparency by holding investors accountable for the accuracy of their statements, thereby protecting the company from potential legal or financial issues arising from misrepresentations.
Warranties of the Investors. The Investors individually represent and warrant to the Company that:
5.4.1. it has the power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreement, and any other agreements contemplated hereby and thereby; and
5.4.2. the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action by it and shall constitute a valid and legally binding obligation, enforceable against it in accordance with the terms hereof.
Warranties of the Investors. Each of Naspers, Wellington and MTDP represents and warrants to the Company severally in respect of itself that as of the Execution Date, it has obtained the requisite approvals necessary to subscribe to its portion of the Investor Securities. Further, each of the Investors, severally and not jointly, warrant to the Company that as of the Execution Date:
5.4.1. it has the power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreement, and any other agreements contemplated hereby and thereby;
5.4.2. the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate actions by it and shall constitute a valid and legally binding obligation, enforceable against it in accordance with the terms hereof;
5.4.3. it is not insolvent within the meaning of Applicable Law or unable to pay its debts under the insolvency laws of any applicable jurisdiction and has not stopped paying its debts as they fall due;
5.4.4. no administrator or any receiver or manager has been appointed by any Person in respect of any Investor nor any of its assets and no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed;
5.4.5. it has obtained approval from its investment committee (if any) to subscribe to its respective portion of the Investor Securities; and
5.4.6. it has immediately available (subject to Closing and any currency conversion requirements), the cash resources required to meet in full its obligations under this Agreement.
Warranties of the Investors. Naspers represents and warrants to the Company that as of the Execution Date, it has obtained the requisite approvals necessary to subscribe to its respective portion of the Investor Securities. Further, each of the Investors, severally and not jointly, represent and warrant to the Company that:
5.4.1. it has the power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreement, and any other agreements contemplated hereby and thereby; and
5.4.2. the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action by it and shall constitute a valid and legally binding obligation, enforceable against it in accordance with the terms hereof.
Warranties of the Investors. Each of DST, MTDP, Naspers and Coatue represents and warrants to the Company severally in respect of itself that as of the Execution Date, it has obtained the requisite approvals necessary to subscribe to its portion of the Investor Securities. Further, each of the Investors, severally and not jointly, warrant to the Company that:
5.4.1. it has the power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreement, and any other agreements contemplated hereby and thereby; and
5.4.2. the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action by it and shall constitute a valid and legally binding obligation, enforceable against it in accordance with the terms hereof.
Warranties of the Investors. Each of the Investors hereby represents and warrants that, as of the date of the execution and delivery hereof, the following statements are true and correct:
Warranties of the Investors. General. Each of Investors warrants to the Company that as on the Execution Date, the following warranties are true and correct, and represents that it shall continue to be true and correct on the Completion Date: It is duly incorporated and validly existing under, and by virtue of, the laws of its place of incorporation and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted. All corporate action on the part of the Investors, its officers, directors and shareholders necessary for the authorisation, execution and delivery of, and the performance of all obligations of the Investor on the Execution Date and Completion Date has been taken. The Transaction Documents executed and delivered by the Investors constitute valid and legally binding obligations of the Investors.