REPRESENTATIONS AND WARRANTIES OF SHA Sample Clauses

The 'Representations and Warranties of SHA' clause sets out the specific statements and assurances made by the parties regarding the Shareholders' Agreement (SHA) and their authority to enter into it. Typically, this clause confirms that each party has the legal capacity, necessary approvals, and power to execute the agreement, and that doing so does not breach any other agreements or laws. By including these representations and warranties, the clause ensures that all parties are entering the agreement on a clear and reliable basis, reducing the risk of future disputes over authority or validity.
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REPRESENTATIONS AND WARRANTIES OF SHA. Subject to the exceptions set forth in the Disclosure Schedule, SHA represents and warrants to KL and each KL Shareholder as of the date hereof and as of the Closing as follows, provided, however, in respect of any event or change of circumstance occurring during the period from the day immediately following the date hereof up to and including the Closing Date, SHA shall not be held liable for any misrepresentation or breach of warranty resulting from such event or circumstance unless such event or circumstance was contributed to by the default, negligence, failure to take prudent action or follow any request, notice or instruction of any Governmental Authority, fraud or other wrongdoing of any kind of any of SHA, its directors, officers, employees, respective representatives or agents, in which case SHA shall be held liable for any material mispresentation or material breach of warranty resulting from such event or circumstance:
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