REPRESENTATIONS AND WARRANTIES OF EACH Clause Samples
The 'Representations and Warranties of Each' clause requires each party to affirm certain facts and assurances about themselves or their circumstances as part of the agreement. Typically, this includes confirming their authority to enter into the contract, that all necessary approvals have been obtained, and that there are no undisclosed legal issues or conflicts. By setting out these mutual assurances, the clause helps ensure that both parties are entering the agreement on a clear and reliable basis, reducing the risk of misunderstandings or future disputes.
REPRESENTATIONS AND WARRANTIES OF EACH. INVESTOR ----------------------------------------------- Each Investor hereby represents and warrants to the Company the following:
REPRESENTATIONS AND WARRANTIES OF EACH. OF THE VENDOR AND D▇▇▇▇ -------------------------------------------------------------- Each of the Vendor and D▇▇▇▇ represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF EACH. SELLER AS TO ITSELF Except for Section 4.8, which representation and warranty is being given solely by CMC SPV, Pillo Obligor and Timmo Mol, jointly and severally, each Seller, solely for itself, severally and not jointly with any other Seller, hereby represents and warrants to Purchaser as follows: Organization; Capacity; and Authority. Such Seller is duly organized, validly existing and in good standing (or the equivalent thereof) under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Such Seller has full power, legal right, authority and capacity and has taken all organizational action necessary to execute and deliver this Agreement and the Seller Documents to which it is party, to perform and carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller Documents to which it is party, the consummation by such Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by all necessary action by such Seller. This Agreement and the Seller Documents have been duly executed and delivered by such Seller and, assuming that this Agreement and the Purchaser Documents (as applicable) constitute valid and binding obligations of Purchaser, enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles (whether considered in a proceeding in equity or at law) or the implied covenant of good faith and fair dealing. Noncontravention. The execution and delivery of this Agreement and the Seller Documents do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with any of the provisions of the constituent documents, organizational documents, certificate of formation, the operating agreement or equivalent charter documents of such Seller, in each case as amended to the date of this Agreement, (ii) require the consent, notice or other action by any Person under, conflict with or result in a breach of, or constitute a default (or an event t...
REPRESENTATIONS AND WARRANTIES OF EACH. SELLER Each Seller hereby severally and not jointly represents and warrants to Buyer as to such Seller and the Owner Partnership, as of the date hereof, as follows; provided, however, that Sellers shall not be liable to Buyer for representations or warranties regarding any matters pertaining to the Mall of which Manager is aware or reasonably should be aware on the date of this Agreement:
REPRESENTATIONS AND WARRANTIES OF EACH. OF THE ACQUIRED FUNDS The representations and warranties set out in this Article V are given hereunder by each of PNF and PYN to the Investor as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF EACH. STOCKHOLDER Section 2.01. Ownership and Status of OSI Capital Stock.................
REPRESENTATIONS AND WARRANTIES OF EACH. Company 3
2.1 Existence; Good Standing; Authority of Each Company 4 2.2 Existence; Authority of Subsidiaries 4 2.3 Capitalization of the Company 5 2.4 Capitalization of Subsidiary 5 2.5 Assets of Subsidiary 5 2.6 No Conflict 5 2.7 Financial Statements 6 2.8 Absence of Undisclosed Liabilities 6 2.9 Absence of Certain Changes 6 2.10 Consents and Approvals 9 2.11 Litigation 9 2.12 Taxes 9 2.13 Employees; Employee Benefit Plan 11 2.14 Title to and Sufficiency of Assets 11 2.15 Real Property 12 2.16 Labor and Employment Matters 12 2.17 Permits; Compliance with Laws 12 2.18 Contracts and Commitments of the Company and Subsidiary 12 2.19 Intellectual Property 15 2.20 No Illegal Payments 15 2.21 Transactions with Related Persons 15 2.22 Solvency 15 3.1 Membership Interests 15 3.2 Authority 16 3.3 Brokers 16
REPRESENTATIONS AND WARRANTIES OF EACH. Holder Each Holder hereby represents and warrants, severally and not jointly, to Parent that: Section 2.01
REPRESENTATIONS AND WARRANTIES OF EACH. SELLER Each Seller, severally, for itself hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF EACH. STOCKHOLDER 9