Warranties of the Shareholders Sample Clauses

Warranties of the Shareholders. Each Shareholder warrants, severally, and not jointly, to the Company as of the date hereof that: (a) it is a private limited company incorporated under the laws of its jurisdiction of incorporation or formation; (b) it has all requisite power and authority and has taken all action necessary in order to execute this Agreement and to perform its obligations hereunder. The execution by such Shareholder of this Agreement and the performance of each of their obligations hereunder has been duly authorised by all necessary action of such Shareholder or, including the approval of its board of directors. This Agreement has been duly executed by such Shareholder and, assuming the due authorisation and execution of this Agreement by the Company, constitutes the legal, valid and binding obligations of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and similar laws affecting the enforcement of creditors’ rights generally and, as to enforceability, by general equitable principles; (c) the execution of this Agreement by it and the performance of each of its obligations hereunder will not constitute or result in: (i) a breach or violation of, or a default under, its Organisational Documents; (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an encumbrance on any of its assets (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon it; or (iii) conflict with, breach or violate any law applicable to it or by which its properties are bound or affected, except, in the case of sub-clauses (ii) and (iii) above, for any breach, violation, termination, default, creation, acceleration or conflict that would not, individually or in the aggregate, reasonably be expected to materially impair its ability to perform its obligations under this Agreement; (d) immediately prior to the execution hereof and at the Effective Time, other than pursuant to the terms of, or as contemplated by, the Combination Agreement, neither it nor any of its Affiliates Beneficially Owns any shares of common stock of Cambridge, and (i) except as otherwise disclosed to Cambridge prior to the execution hereof, all shares of Oxford Beneficially ...
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Warranties of the Shareholders. Each Shareholder, severally and not jointly, warrants (in respect of itself only) to each other Party, as of the date hereof or as of the date such Shareholder becomes a party hereto, as the case may be, as follows:
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Warranties of the Shareholders. Subject to Article X and the immediately following sentence and except as fairly disclosed in the Disclosure Schedule, each Shareholder jointly and severally warrants to Purchaser that all of the statements contained in this Article IV are true and accurate as of the date of this Agreement, and shall be deemed to be repeated as of the Closing Date by reference to the facts and circumstances then existing as if references in such warranties to the date of this Agreement were references to the Closing Date. It is agreed that the warranties set forth in this Article IV: (i) are qualified by the Knowledge of the Shareholders with respect to Non-Controlled JVCo Subsidiaries other than Minority Interest JVCo Subsidiaries, (ii) are not given in respect of each Person listed in Section II of Part 1 of Schedule D until the date on which such Person becomes a Warranted Subsidiary and (iii) shall not be deemed repeated as of the Closing Date in respect of those JVCo Subsidiaries in which JVCo owns no share capital as of the Closing Date. The Shareholders acknowledge that Purchaser has entered into this Agreement in reliance on the warranties contained in this Article IV.
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Warranties of the Shareholders. Each Shareholder warrants to each other Shareholder that, as at the date of this Agreement: (a) neither it, nor any of its Affiliates, nor any of their respective directors, officers or employees: (i) is a Restricted Person, or has engaged in conduct that could result in it becoming a Restricted Person; (ii) engages in any trade, business or other activities with a Restricted Person; or (iii) is or has been the subject of any claim or investigation by any Competent Authority or any person regarding any offence or alleged offence under any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, and no such claim has been threatened or is pending and there are no circumstances reasonably likely to give rise to any such claim; (b) none of its directors, officers or employees is a Government Official, and no Government Official has any legal or beneficial interest in this Agreement or in any payments to be made under it; and (c) to the extent related to the matters contemplated by this Agreement, the Shareholder and its Affiliates are in compliance in all material respects with all Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.
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Warranties of the Shareholders of the Shareholders' Agreement, but so that those warranties shall be deemed to be given on the date of this Deed and shall be deemed to refer to this Deed as well as the Shareholders' Agreement.]
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Warranties of the Shareholders. Buyer鈀s obligation to complete the acquisition. Similarly, it is not our law that shareholder approval is required upon every 錀majoré•€ restructuring of the corporation. Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, including, without limitation, to enforce the obligations of each of Buyer and Seller to consummate the Closing. Group as of the Balance Sheet Date. There are certain warranties, representations, and contingencies that are common to the sale of a business. Commentthe seller had issued a sample asset purchase agreement sample asset purchase agreement may covenant. Other agreements may require the seller to pack and ship items or to leave premises in a specified condition. The buyer may wish to address this possibility through indemnification, taking into account the availability of existing and potential insurance coverage for the risk. But the scope of any of these exceptions is often ambiguous, leaving room for argument over whether a change is general or specific. If you are a private seller looking to protect your commercial interests when you make the sale of your home, the template is something you can use for contract creation. It is intended to provide evidence of the seller鈀s sound financial condition and the buyer鈀s good faith, which may affect the defenses available to the buyer in a fraudulent transfer action. Seller is in compliance in all material respects with all Open Source Licenses that govern any Software that is incorporated into the products or services made generally available by Seller in connection with the Business as presently conducted. Business are located on the Leased Premises and are maintained in accordance with reasonable commercial operating practices and are adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. Certain of these statutes do not apply to transactions for personal, family or household purposes or for labor or personal services. It also discusses any adjustments that are required to be made in the purchase price. The definition is derived primarily from the analysis of 錀ordinary course of businessé•€ in bankruptcy, which examines both the past practice of the debtor and the ordinary practice of the industry. Ip or otherwise use commercially reasonable attorney general descriptions and arose as asset purchase transaction, that ...
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Warranties of the Shareholders. Each Shareholder warrants to the other Shareholder on the date hereof that: it has full capacity and authority to enter into, execute and deliver this Agreement and to comply with and perform the duties and obligations provided for herein; this Agreement constitutes a legal, valid and binding agreement of the Shareholder enforceable against it in accordance with its terms; it is, as of the Closing Date, the lawful owner of the Shares registered in its name in accordance with Applicable Law, and its Shares are free and clear of any and all Encumbrances other than those imposed by this Agreement; the execution, delivery and performance of the obligations herein do not result and shall not result in a breach, default or violation of any kind and in any degree of any Law, agreement, declaration, representation or any other instrument entered into or provided by the Shareholder or in respect of any Person to whom the Shareholder is bound or subject, including the Organizational Documents; and this Agreement was freely and legally agreed to and entered into by the Shareholder and constitutes the lawful, valid, effective and binding obligation of the Shareholder, enforceable against it pursuant to the terms and to the extent set forth in this Agreement.
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Related to Warranties of the Shareholders

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser as follows:

  • Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to the Company as follows:

  • Representations and Warranties of the Selling Shareholders Each of the Selling Shareholders represents and warrants to, and agrees with, the Company and each Underwriter as set forth below in this Section 2. (a) Each Selling Shareholder is duly incorporated and organized and is validly existing under the laws of the Province of Alberta and has all requisite corporate power and authority to own or lease its properties and assets, to carry on its business and to sell and deliver the Offered Shares to be sold by it hereunder. (b) Neither Selling Shareholder is selling the Offered Shares to be sold by it hereunder based on information that it holds that has not otherwise been made publicly available, which, if such information was made publicly available, could reasonably have a material impact on the price or value of the Common Shares. (c) Each Selling Shareholder has the corporate power and capacity to execute, deliver and perform its obligations under this Agreement and the Share Purchase Agreement. This Agreement and the Share Purchase Agreement have been duly authorized, executed and delivered by each Selling Shareholder and constitute legal, valid and binding obligations of each Selling Shareholder enforceable against them in accordance with their respective terms, except as enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law. (d) Neither the sale or delivery of the Offered Shares, nor the consummation of the Reorganization Transaction, the Repurchase Transaction or any other of the transactions contemplated herein, nor the fulfilment of the terms hereof will (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which either Selling Shareholder or any of their respective subsidiaries is a party or by which either Selling Shareholder or any of their respective subsidiaries is bound or to which any of the property or assets of either Selling Shareholder or any of their respective subsidiaries is subject, (ii) result in any violation of the articles, by-laws or other constating documents of either Selling Shareholder, (iii) contravene any statute or any order, rule or regulation of any Governmental Agency having jurisdiction over either Selling Shareholder or any of their respective subsidiaries or over the properties or assets of either Selling Shareholder or their respective subsidiaries; and no Governmental Authorization of or with any such Governmental Agency is required for the issue and sale of the Offered Shares or the consummation by the Selling Shareholders of the Reorganization Transaction, the Repurchase Transaction or any of the other transactions contemplated by this Agreement, except for the filing of the Prospectuses in respect of the Offered Shares under Canadian Securities Laws and the Repurchase Relief to be granted under Canadian Securities Laws, the registration under the Act of the Offered Shares and such Governmental Authorizations as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Shares by the Underwriters. (e) (A) Each Selling Shareholder, directly or indirectly, has, and on the Closing Date, will directly have, valid marketable title to a number of Common Shares equivalent to the number of Offered Shares to be sold by it, free and clear of any hypothec, lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction on transfer of any kind; (B) each Selling Shareholder has the full right, power and authority to sell, assign and transfer a number of Common Shares equivalent to the number of Offered Shares to be sold by it to the Underwriters; and (C) upon the delivery of the Offered Shares, the holders thereof will obtain good and marketable title to such Offered Shares, free and clear of any hypothec, lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction on transfer of any kind. (f) Neither Selling Shareholder nor any of their respective subsidiaries has taken, directly or indirectly, any action which was designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company or, except as permitted by this Agreement, facilitate the sale or resale of the Offered Shares. (g) Neither Selling Shareholder nor any of their respective subsidiaries has conducted any transactions with the government of any Prohibited Country or with any person or entity located in any of the Prohibited Countries. The net proceeds from the sale of the Offered Shares (as described in the Prospectus under the caption “Use of Proceeds”) have not been and will not be, directly or indirectly, invested in or committed to any business activities in any of the Prohibited Countries. (h) Other than as contemplated by this Agreement, there is no broker, finder, agent or other party that is entitled to receive from either Selling Shareholder any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement, and in the event that any such person acting for and on behalf of or representing a Selling Shareholder would be entitled to receive any such fee from the Underwriters by operation of law, the Selling Shareholders jointly and severally agree to indemnify and hold harmless each Underwriter from such fee and as well as from any costs and expenses reasonably incurred in respect thereof. (i) The information relating to NOVA and its subsidiaries contained in the Prospectuses and any Supplementary Material, together with any amendments or supplements thereto, on its date and, on the Closing Date, constituted and will constitute full, true and plain disclosure of all material facts relating thereto and did not and will not include any misrepresentation, and did not and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading. Neither the Registration Statement, nor any amendment or supplement thereto when they will have become effective and on the Closing Date, will contain an untrue statement of a material fact relating to NOVA and its subsidiaries or omit to state a material fact relating thereto required to be stated therein or necessary in order to make the statements therein not misleading. (j) No withholding tax imposed under the federal laws of Canada or the laws of the Province of Alberta will be payable in respect of the payment of the Underwriting Fee by the Selling Shareholders to an Underwriter that is not resident in Canada for the purposes of the Income Tax Act (Canada), provided that such Underwriter deals at arm’s length with the Selling Shareholders (as such term is understood for the purposes of the Income Tax Act (Canada)), such Underwriting Fee is payable in respect of services rendered by such Underwriter wholly outside of Canada that are performed in the ordinary course of business carried on by the Underwriter that includes the performance of such services for a fee and the amount of such Underwriting Fee is reasonable in the circumstances. (k) No goods and services tax imposed under the federal laws of Canada will be payable by a Selling Shareholder in respect of the payment of the Underwriting Fee to an Underwriter that is not resident in Canada, provided that such Underwriting Fee is in respect of services performed by such Underwriter wholly outside of Canada. (l) No stamp duty, documentary taxes or similar taxes are payable by the Company under the federal laws of Canada or the laws of the Province of Alberta in connection with the sale and delivery of the Offered Shares pursuant to this Agreement by either Selling Shareholder. Any certificate signed by any officer of a Selling Shareholder and delivered to the Representatives or to the Company or counsel for the Underwriters or for the Company in connection with the offering of the Offered Shares shall be deemed a representation and warranty by the Selling Shareholder, as to matters covered thereby, to each Underwriter or to the Company, as the case may be.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Sub-Adviser The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that: (a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules. (c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

  • Representations and Warranties of the Sub-Advisor The Sub-Advisor represents and warrants to the Advisor and the Trust as follows: (a) The Sub-Advisor is registered as an investment adviser under the Advisers Act; (b) The Sub-Advisor is a limited liability partnership duly organized and validly existing under the laws of the Commonwealth of Massachusetts, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its partners and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under: (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and (d) The Form ADV of the Sub-Advisor previously provided to the Advisor is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Advisor will promptly provide the Advisor and the Trust with a complete copy of all subsequent amendments to its Form ADV.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Corporation The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

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