Warranties of the Shareholders. Each Shareholder warrants, severally, and not jointly, to the Company as of the date hereof that:
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:
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.
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major镀 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 business镀 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 ...
Warranties of the Shareholders. Each Shareholder warrants to each other Shareholder that, as at the date of this Agreement:
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.
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.]
