REPRESENTATIONS AND WARRANTIES OF THE SELLING Sample Clauses
The "Representations and Warranties of the Selling" clause sets out the specific statements and assurances that 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. By requiring the seller to make these representations and warranties, the clause provides the buyer with a basis for due diligence and legal recourse if any of the statements prove to be false, thereby allocating risk and ensuring transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF THE SELLING. Stockholders. Each of the Selling Stockholders hereby ------------ represents and warrants, jointly but not severally, to the several Underwriters that:
(a) The Selling Stockholder has all right, power and authority to enter into this Agreement, the Power of Attorney for Sale of Common Stock of Signature Resorts, Inc. (the "Power of Attorney") and the Custody Agreement for Sale of Common Stock of Signature Resorts, Inc. (the "Custody Agreement") and to consummate the transactions contemplated hereby and thereby, including, without limitation, the sale, assignment, transfer and delivery of the Common Shares to be sold by the Selling Stockholder pursuant to this Agreement. Each of the Power of Attorney and the Custody Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder and constitutes the valid and binding instrument or agreement of the Selling Stockholder enforceable in accordance with its terms except as such enforceability may be limited by general equitable principles, bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally.
(b) The execution, delivery and performance of the Custody Agreement and the Power of Attorney by the Selling Stockholder (i) requires no action, consent or approval by or in respect of, or filing with, any governmental body, agency, official or authority or any individual, corporation, partnership, association, trust or other entity or organization which has not been made or obtained and (ii) does not constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of such party or a loss of any benefit to which such party is entitled under any provision of any material agreement, contract, indenture, lease or other instrument binding upon such party or any material license, franchise, permit or other similar authorization held by such party or result in the creation or imposition of any mortgage, life interest, lien (except as created by such agreements), pledge, charge, security interest, fiduciary assignment, attachment, encumbrance or other adverse claim of any kind in respect of any asset of such party.
(c) The Selling Stockholder has, and immediately prior to the delivery of any Common Shares to the Underwriter will have, good and valid title to the Common Shares to be sold by the Selling Stockholder pursuant to this Agreement, free and clear of all liens, encumbrances, eq...
REPRESENTATIONS AND WARRANTIES OF THE SELLING. Shareholder(s) The Selling Shareholder(s) represent and warrant to the Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE SELLING. SHAREHOLDERS Each Selling Shareholder, severally and not jointly, represents, warrants and covenants to each Underwriter as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING. SHAREHOLDERS 34 Section 4.1 Authorization, Enforceability 34 Section 4.2 Ownership and Transfer of Offered Shares 34 Section 4.3 No Approvals or Conflicts 34 Section 4.4 No Competition 35 Section 4.5 Brokerage 35 Section 4.6 Investment 35 Section 4.7 Accredited Investor; Foreign Investor 35 Section 4.8 No Other Representations and Warranties 35
REPRESENTATIONS AND WARRANTIES OF THE SELLING. Stockholders 10
REPRESENTATIONS AND WARRANTIES OF THE SELLING. ENTITIES Except as set forth in the disclosure schedule delivered by the Seller to the Buyer (the “Disclosure Schedule”) concurrently with the execution of this Agreement (with specific reference 15 to the representations and warranties in this Article V to which the information in such schedule relates); the Selling Entities hereby, jointly and severally, represent and warrant to the Buyer and TEPH Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING. SHAREHOLDERS 8
2.1 Organization; Corporate Power and Licenses of the Company 8 2.2 Capitalization and Related Matters 9 2.3 Company Subsidiaries: Investments 9
2.4 Authorization: No Breach 9 2.5 Financial Statements 10 2.6 Assets 11 2.7 Tax Matters 11 2.8 Contracts and Commitments 13 2.9 Intellectual Property Rights 15 2.10 Litigation, Etc. 17 2.11 Brokers 17 2.12 Insurance 17 2.13 Employees 17 2.14 Employee Benefit Plans 19 2.15 Compliance with Laws 20 2.16 Affiliated Transactions 20 2.17 Customers and Suppliers 20 2.18 Real Property 21 2.19 Environmental and Safety Matters 21 2.20 Legal Compliance 22 2.21 Absence of Certain Developments 22 2.22 Bank Accounts 24 2.23 Privacy of Individually Identifiable Personal Information 24 2.24 Payments, loans and securities 24 2.25 Statements True and Correct 24
REPRESENTATIONS AND WARRANTIES OF THE SELLING. Shareholders And The Company
REPRESENTATIONS AND WARRANTIES OF THE SELLING. Stockholders Each of the Selling Stockholders represents and warrants and agrees with the Purchaser that, except as set forth in the Disclosure Schedule previously provided to Purchaser:
REPRESENTATIONS AND WARRANTIES OF THE SELLING. SECURITYHOLDERS REGARDING THE SELLING SECURITYHOLDERS AND THE COMPANY SECURITIES