Representations and Warranties of Company and Members Clause Samples

Representations and Warranties of Company and Members. Except as set forth in the Company Disclosure Letter which is attached to and incorporated into this Agreement for all purposes (the “Company Disclosure Letter”), the Company and the Members, jointly and severally, represent and warrant to the Buyer as of the Closing Date as follows:
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Representations and Warranties of Company and Members. Company and each of the Members, jointly and severally, represent and warrant to LAN and to Merger Sub that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete immediately prior to the Effective Time (as though made then and as though the Effective Time were substituted for the date of this Agreement throughout this Article IV). In the event that, after the date hereof and prior to the Effective Time, any of the statements contained in this Article IV becomes incorrect or incomplete, Company and the Members shall provide notice thereof to LAN and Merger Sub pursuant to §8.02.
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Representations and Warranties of Company and Members. The Company and, to the best knowledge (but without any investigation) of each Member, the Members, severally, hereby represent and warrant to AHC, with the intention that AHC shall rely thereon in performing hereunder, as follows:
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Representations and Warranties of Company and Members. Subject to the penultimate exclusions of the last paragraph of Section 9.1 related to Pickford Realty, Ltd., each of Company and Members, jointly and seve▇▇▇▇▇, ▇epresent and warrant to Buyer as of the date hereof and as of the Closing Date as follows: Section 4.1 Organization, Standing, etc. Company and its Subsidiaries are limited liability companies duly organized, validly existing and in good standing under the laws of the State of Hawaii and have all requisite power and authority to carry on their respective businesses, to own, lease, operate and hold their respective properties and assets, to enter into the Transaction Documents and to carry out the provisions hereof. The copies of the Articles of Organization, the Operating Agreement and all other documents relating to the formation of Company and its Subsidiaries (the "Charter Documents") which have been delivered to Buyer prior to the execution of this Agreement are true and complete and have not been amended or repealed. Except as set forth on Schedule 4.1(a), Company and its Subsidiaries do not directly or indirectly have (or possess any options or other rights to acquire), nor have they ever had, any direct or indirect ownership interests in any Person. Company and its Subsidiaries do not carry on any activities (including maintaining employees) or hold any property in any jurisdiction other than as listed on Schedule 4.1(b) and, except as indicated on Schedule 4.1(b), are qualified to do business and in good standing in each jurisdiction which would require Company and its Subsidiaries to qualify as a foreign entity in such jurisdiction and in which the failure to so qualify would have a Material Adverse Effect on Company or its Subsidiaries. No other Person has any ownership interest in the Subsidiaries other than Company.
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Representations and Warranties of Company and Members. The Company and the Members, jointly and severally, represent and warrant to the Buyer as follows:
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Representations and Warranties of Company and Members. Members, jointly and severally, and Company, jointly and severally with Members, make the following representations and warranties to Buyer, each of which is true and correct on the date hereof and shall survive the consummation of the transactions contemplated hereby for the periods set forth in Section 7.5.
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Related to Representations and Warranties of Company and Members

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • Representations and Warranties of Members By execution and delivery of this Agreement or an Adherence Agreement, as applicable, each of the Members, as of the date such Member acquired Units, represents and warrants to the Company and acknowledges that: (a) Such Member understands that the Units have not been registered under the Securities Act or the securities laws of any other jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering and cannot be disposed of unless (i) they are subsequently registered or exempted from registration under the Securities Act and (ii) the provisions of this Agreement have been complied with; (b) If such Member did not receive its Units pursuant to an equity incentive plan (including the Incentive Plan), such Member is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act, and agrees that it shall not take any action that could have an adverse effect on the availability of the exemption from registration provided by Rule 506 promulgated under the Securities Act with respect to the offer and sale of the Units; (c) Such Member’s Units are being acquired for its own account solely for investment and not with a view to resale or distribution thereof; (d) Such Member has had the opportunity to conduct its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries and such Member acknowledges that it has been provided adequate access to the personnel, properties, premises and records of the Company and the Company Subsidiaries for such purpose; (e) The determination of such Member to acquire Units has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries that may have been made or given by any other Member or by any agent or employee of any other Member; (f) Such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed decision with respect thereto; (g) Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (h) The execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default in any material respect under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; (i) This Agreement is valid, binding and enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity); and (j) Neither the issuance of any Units to such Member nor any provision contained herein shall entitle such Member to remain in the employment of the Company or any Company Subsidiary or affect the right of the Company or any Company Subsidiary to terminate such Member’s employment at any time for any reason, other than as otherwise provided in such Member’s employment agreement or other similar agreement with the Company or Company Subsidiary, if applicable.

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • Representations and Warranties of Employee Employee represents and warrants to the Company that (a) Employee is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder and (b) Employee is under no physical or mental disability that would hinder his performance of duties under this Agreement.