Representation and Warranties of the Holders Sample Clauses
The 'Representation and Warranties of the Holders' clause requires the holders (such as shareholders or investors) to formally declare certain facts about themselves or their holdings as true at the time of the agreement. Typically, this includes confirming their authority to enter into the agreement, their ownership of the securities, and that there are no legal impediments or undisclosed encumbrances. By providing these assurances, the clause helps ensure transparency and reduces the risk of disputes by making the holders legally accountable for the accuracy of their statements.
Representation and Warranties of the Holders. Each Holder, acting severally and not jointly, represents and warrants to the Issuer as of the Effective Date that the following are true, correct and complete:
Representation and Warranties of the Holders. Each Holder severally represents and warrants to the Company that:
(a) it is a corporation, limited partnership or limited liability company or other entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or a trust duly formed under the laws of the state of its formation.
(b) it has full power and authority and has taken all required action necessary to permit it to execute, deliver and perform this Agreement, which constitute the legal, valid and binding obligations of each such Holder, enforceable against each such Holder in accordance with its terms (subject, as to enforcement of remedies, to the discretion of courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).
(c) neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a breach or violation of. or constitute a default under, the governing documents of the Holders, or any agreement, indenture or other instrument to which the Holders are a party or by which any of them are bound or to which any of their properties are subject, nor will the performance by the Holders of their obligations hereunder violate any applicable law or result in the creation or imposition of any lion, charge, claim or encumbrance upon any property or assets of the Holders. No permit, consent, approval, authorization or order of any Governmental Authority or other Person is required in connection with the consummation by the Holders of the transactions contemplated by this Agreement, except such as have been obtained and as otherwise contemplated by this Agreement.
(d) it is an “accredited investor’ within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Warrants.
(e) it or its investment adviser has had an opportunity to discuss, ask questions and receive answers concerning the Company’s business, management and financial affairs with the Company’s management sand has been permitted to have access to all information which it has requested in order to evaluate the merits and risks of the purchase of the Warrants.
(f) the Warrants being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof.
(g) it understands that (1) th...
Representation and Warranties of the Holders. 2 2.1 Holder Representations. 2 3.1 Organization and Qualification. 3 3.4 Subsidiaries. 4 3.7 Consents. 5 3.8 Company Financials. 5 3.11 Taxes. 8
Representation and Warranties of the Holders. Each Holder represents and warrants to the Credit Parties as follows:
Representation and Warranties of the Holders