Representations and Warranties of Vendor. Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:
Representations and Warranties of Vendor. The Vendor hereby represents and warrants to the Purchaser that the following is true, accurate and not misleading at the date of this Agreement (immediately before Closing, the Vendor is deemed to warrant and represent to the Purchaser that each of the following is true, accurate and not misleading by reference to the facts and circumstances as at Closing):
(a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation; and
(b) all corporate action of Vendor required for the lawful and valid consummation of the transactions contemplated herein have been duly taken;
(c) The Vendor has the authority to execute, deliver and perform this Agreement;
(d) The Vendor is the sole legal and beneficial owner of the Shares;
(e) The Vendor is in good standing and has complied with all its legal, audit, fiscal and filing requirements and no charges, liens or encumbrances were registered or are capable of registration against the Vendor (either with the Registrar of Companies by virtue of section 90 of the Company’s Law, Cap 113, as amended (the “Law”) or in the Vendor’s register of charges by virtue of section 99 of the Law) and its shares have not been pledged or otherwise encumbered nor were they subject to any charge or interest of any third party.
(f) No order has been made or petition presented or resolution passed for the winding up of the Vendor nor, has any administrator or receiver been appointed or any distress, execution or any other process been levied in respect of the undertaking or the assets of the Vendor or any part thereof.
(g) The entering into this Agreement does not and will not cause the Vendor to be in breach of any of the terms and provisions of any agreement or arrangement or order or injunction of any Court or competent tribunal;
(h) There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the Shares. No person has claimed to be entitled to an Encumbrance in relation to any of the Shares.
Representations and Warranties of Vendor. Vendor hereby represents and warrants to Purchaser that:
Representations and Warranties of Vendor. The Vendor represents and warrants, subject to Section 5.03 and 6.01, to the Purchaser as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement and the purchase by the Purchaser of the Transferred Assets:
Representations and Warranties of Vendor. Vendor represents and warrants to Purchaser as follows and acknowledges that Purchaser is relying on these representations and warranties in connection with its purchase of the Purchased Shares and the Purchased Units and that Purchaser would not purchase the Purchased Shares and the Purchased Units without these representations and warranties:
Representations and Warranties of Vendor. You represent and warrant to us that:
(a) you are registered and/or qualified in those jurisdictions where your business requires such registration and/or qualification; and
(b) to the best of your knowledge after due inquiry, your systems and protocols used to disseminate OSI Trading Data shall not constitute an infringement of any patent, copyright, trademark, trade secret or other proprietary right.
(c) you have, on a best efforts basis, ensured the overall security of your electronic communications, not limited to email, TCP/IP connections, FIX Protocol feed handlers, website and domain URL’s and any other externally accessible electronic communication networks. These representations and warranties shall be deemed to be made anew by you each time you use the Service.
Representations and Warranties of Vendor. Purchaser acknowledges that it is purchasing the Assets on an “as is, where is” basis, without representation and warranty and without reliance on any information provided to or on behalf of Purchaser by Vendor or any Third Party, except that and subject in all instances to the Permitted Encumbrances, Accepted Matters and Conditions or any matter disclosed in any of the schedules hereto, Vendor makes the following representations and warranties to Purchaser:
Representations and Warranties of Vendor. Vendor hereby makes the following representations and warranties, as of the date hereof, to and in favour of Purchaser, and acknowledges that Purchaser is relying upon such representations and warranties in connection with entering into this Agreement:
Representations and Warranties of Vendor. The Vendor represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the Purchase, that effective as of the date of this Agreement and as of the Closing Date:
Representations and Warranties of Vendor. Vendor makes only the following representations to Purchaser, which representations shall not survive Closing:
(a) Receiver has been appointed by the Court as receiver of Quattro and such appointment is valid and subsisting as of the Effective Date and has remained valid and subsisting up to and including the Closing Date;
(b) subject to obtaining the Court Order, Vendor has the right to enter into this Agreement and to complete this Transaction; and
(c) this Agreement is, and all documents executed and delivered pursuant to this Agreement will be, legal, valid and binding obligations of Vendor enforceable against it in accordance with their terms.
