HOFKAMMER'S REPRESENTATION AND WARRANTIES Clause Samples

HOFKAMMER'S REPRESENTATION AND WARRANTIES. 5.1 The Hofkammer represents and warrants in form of an independent guarantee (selbstandiges Garantieversprechen) as of the Effective Date that: 5.1.1 it is the sole owner of the fully paid in GmbH Shares and of the fully paid in Limited Partnership Interest (hereinafter 5 5 collectively the "L.A.B. Interests") and is entitled to sell and transfer to NewCo the full legal and beneficial ownership of the L.A.B. Interests, and NewCo hereby will own such interests free and clear from any encumbrances and will thereby become the sole owner of the L.A.B. Interests; 5.1.2 no third party has any interest in the Partner GmbH and in L.A.B., provided, however, that this representation shall not apply to Ms. ▇▇▇▇▇▇'▇ ▇▇▇ Dr. ▇▇▇▇▇▇'▇ ▇▇▇erests in L.A.B. with a registered liability amount of DM 125,000 and DM 375,000, respectively; 5.1.3 the Partner GmbH has a net equity (Eigenkapital in the meaning of sect. 266 III A HGB) in the amount of at least DM 50,000 notwithstanding any liabilities connected with its position as a general partner of L.A.B.; 5.1.4 the L.A.B. Interests are not subject to any restrictions on disposition, any preemptive rights, option rights, rights of first refusal or similar rights of third parties; 5.1.5 the facts stated in clause 1 are true and correct; 5.1.6 the capital represented by the L.A.
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Related to HOFKAMMER'S REPRESENTATION AND WARRANTIES

  • Seller’s Representations and Warranties The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that: