REPRESENTATIONS AND WARRANTIES OF SELLER 17 Sample Clauses

The "Representations and Warranties of Seller" clause sets out the specific statements and assurances the seller makes to the buyer regarding the condition, ownership, and legal status of the assets or business being sold. Typically, this clause covers matters such as the seller's authority to enter into the agreement, the absence of undisclosed liabilities, compliance with laws, and the accuracy of financial statements. Its core function is to provide the buyer with a clear understanding of the seller's obligations and the state of the assets, thereby allocating risk and offering recourse if any of the seller's statements prove to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF SELLER 17. SECTION 5.1. Seller Organization; Good Standing 18 SECTION 5.2. Authority; Execution and Delivery 18 SECTION 5.3. Consents; No Violation, Etc. 18 SECTION 5.4. Title to Transferred Assets 19 SECTION 5.5. Litigation 19 SECTION 5.6. Regulatory Issues 20 SECTION 5.7. No Brokers 20 SECTION 5.8. Exclusive Representations and Warranties 20 SECTION 5.9. Regulatory Commitments 20 SECTION 5.10. Contracts to be Assumed; Customers 20 SECTION 5.11. Inventory; Sales; and Cost. 21 SECTION 5.12. Assets. 21 SECTION 5.13. Absence of Certain Changes. 21
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REPRESENTATIONS AND WARRANTIES OF SELLER 17. 4.1 Authority; No Conflicts; Governmental Consents; Corporate Matters 17 4.2 Financial Statements; Absence of Changes 18 4.3 Taxes 21 4.4 Assets Other than Real Property Interests 22 4.5 Real Property Interests 23 4.6 Intellectual Property 24 4.7 Contracts 25 4.8 Litigation; Decrees 26 4.9 Employee Benefits 27 4.10 Environmental Matters 29 4.11 Employee and Labor Relations 30 4.12 Compliance With Law; Permits 30 4.13 Assets of the Business 31 4.14 Government Contracts 31 4.15 Product Warranty 32 4.16 Government Furnished Property or Equipment 32 4.17 Customers, Distributors and Suppliers 32 4.18 Insurance 32 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 33 5.1 Authority; No Conflicts; Governmental Consents 33 5.2 Actions and Proceedings, Etc 33 5.3 Buyer’s Acknowledgment 34
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REPRESENTATIONS AND WARRANTIES OF SELLER 17. Section 3.1. Organization, Good Standing, Qualification and Power 17 Section 3.2. Authority; Execution and Delivery; Enforceability 18 Section 3.3. Non-contravention 18 Section 3.4. Consents of Government Authority 18 Section 3.5. Capitalization; Subsidiaries 18 Section 3.6. Financial Statements 19 Section 3.7. Absence of Certain Developments and Liabilities 19 Section 3.8. Compliance with Applicable Laws; Governmental Authorizations; Licenses; Etc. 20 Section 3.9. Litigation 20 Section 3.10. Taxes 21 Section 3.11. Environmental Matters 23 Section 3.12. Employee Matters 23 Section 3.13. Employee Benefit Plans 25 Section 3.14. Intellectual Property Rights; Privacy Matters 26 Section 3.15. Contracts 29 Section 3.16. Insurance 31 Section 3.17. Real Property 31 Section 3.18. International Trade; Anti-Corruption 32 Section 3.19. Transactions with Affiliates 32 Section 3.20. Brokers 32 Section 3.21. Customers and Suppliers 32 Section 3.22. Accounts Receivable 33 Section 3.23. Books and Records 33 Section 3.24. Title, Condition and Sufficiency of Assets 33 Section 3.25. Solvency 34 Section 4.1. Organization 34 Section 4.2. Authorization 34 Section 4.3. Non-contravention 34 Section 4.4. Consents 34 Section 4.5. Litigation 34 Section 4.6. Brokers 34 Section 4.7. Financial Ability 34 Section 4.8. Suitability 35 Section 4.9. R&W Insurance Policy 35 Section 5.1. Conduct of Business Prior to the Closing 35 Section 5.2. Access to Information 36 Section 5.3. Regulatory and Other Authorizations 36 Section 5.4. No Solicitation or Negotiation 37 Section 5.5. Supplement to Disclosure Schedules 37 Section 5.6. Documents and Information 37 Section 5.7. Reasonable Efforts; Further Assurances 37 Section 5.8. Public Announcements 37 Section 5.9. Employees 38 Section 5.10. Other Insurance 38 Section 5.11. R&W Insurance Policy 38 Section 5.12. Restrictive Covenants 38 Section 5.13. Attorney-Client Privilege; Retention of Counsel 39 Section 5.14. Independent Investigation; No Other Representations or Warranties 40 Section 5.15. Release 40 Section 5.16. Collections; Remittances; Mail 41 Section 5.17. Wrong Pockets 41 Section 5.18. Termination of Affiliate Arrangements 41 Section 5.19. Rebranding 41 Section 5.20. Virtual Data Room 41 Section 5.21. Failure to Novate; Third-Party Consents 41 Section 5.22. Payment of Retention Bonuses 42 Section 5.23. Annual Recurring Revenue 42 Section 6.1. Straddle Periods 42 Section 6.2. Tax Refunds 43 Section 6.3. Contests 43 Section 6.4. Preparation...
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REPRESENTATIONS AND WARRANTIES OF SELLER 17. 4.1 Corporate Authority Relative to This Agreement; No Violation 17 4.2 Title to Units 18 4.3 The Taiwan Entity and Title to Taiwan Shares 18 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 18 5.1 Organization and Good Standing 18 TABLE OF CONTENTS Continued Page
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REPRESENTATIONS AND WARRANTIES OF SELLER 17. Section 5.01 Existence 17 Section 5.02 Legal Power 18 Section 5.03 Execution 18 Section 5.04 Brokers 18 Section 5.05 Bankruptcy 18 Section 5.06 Suits and Claims 18 Section 5.07 AFEs 18 Section 5.08 Contracts 18 Section 5.09 Records 19 Section 5.10 Royalties 19 Section 5.11 Taxes 19 Section 5.12 Gas Imbalances 19 Section 5.13 Compliance with Laws 19 Section 5.14 Personal Property and Equipment 19 Section 5.15 No Alienation 19 Section 5.16 Property Expenses 20 Section 5.17 Tax Partnerships 20 Section 5.18 Preferential Rights to Purchase and Consents 20 Section 5.19 Liens and Encumbrance 20 Section 5.20 Payout Status 20 Section 5.21 Notice of Changes 20 Section 5.22 Representations and Warranties Exclusive 20
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REPRESENTATIONS AND WARRANTIES OF SELLER 17. Section 6.1 Representations and Warranties of Seller 17 Section 6.2 Limited Liability 20 Section 6.3 Seller’s Knowledge 20 Section 6.4 Liability of Representations and Warranties 21
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REPRESENTATIONS AND WARRANTIES OF SELLER 17. Section 3.1 Organization and Good Standing 17 Section 3.2 Capitalization 17 Section 3.3 Authorization and Enforceability 18 Section 3.4 Regulatory Filings 18 Section 3.5 No Conflict or Violation 18 Section 3.6 Financial Statements 19 Section 3.7 Legal Proceedings 19 Section 3.8 No Undisclosed Liabilities 20 Section 3.9 Absence of Certain Changes 20 Section 3.10 Insurance 20 Section 3.11 Real Property 21 Section 3.12 Taxes 21 Section 3.13 Material Contracts 23 Section 3.14 Labor 26 Section 3.15 Compliance With Law 27 Section 3.16 Company Benefit Plans 27 Section 3.17 Intellectual Property 30 Section 3.18 Environmental Matters 31 Section 3.19 Mortgage Loans 31 Section 3.20 OFAC 33 Section 3.21 Anti-Money Laundering Compliance 34 Section 3.22 Brokers’ Fees 34 Section 3.23 Sufficiency of Assets 34 Section 3.24 Risk Management Instruments 34 Section 3.25 Investment Company Act Status 35
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Related to REPRESENTATIONS AND WARRANTIES OF SELLER 17

  • REPRESENTATIONS AND WARRANTIES OF SELLERS The Company, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment Agreement or the Company's rights under such Seller's Agreement relate to the representations and warranties made by Residential Funding or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement that have been assigned to the Trustee pursuant to this Section 2.04 or of a breach of any of the representations and warranties made in the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the related Seller or Residential Funding, as the case may be, of such breach and request that such Seller or Residential Funding, as the case may be, either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that in the case of a breach under the Assignment Agreement Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, if required pursuant to Section 2.01, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, the related Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the related Seller's Agreement as of the date of substitution, insofar as Residential Funding's rights in respect of such representations and warranties are assigned to the Company pursuant to the Assignment Agreement, and the Company and the Master Servicer shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in this Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master Servicer shall be obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement) has occurred pursuant to Section 4 of the Assignment Agreement. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Certificateholders in the month of substitution). Residential Funding shall deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any REMIC to fail to qualify as such at any time that any Certificate is outstanding. It is understood and agreed that the obligation of the Seller or Residential Funding, as the case may be, to cure such breach or purchase (or in the case of Residential Funding to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of Certificateholders. If the Master Servicer is Residential Funding, then the Trustee shall also have the right to give the notification and require the purchase or substitution provided for in the second preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding in the Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by Residential Funding, the Trustee shall assign to Residential Funding all of the Trustee's right, title and interest in respect of the Seller's Agreement and the Assignment Agreement applicable to such Mortgage Loan.

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party, jointly and severally, makes the following representations and warranties to Buyer:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • 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: