General Representations and Warranties of the Shareholders Sample Clauses

General Representations and Warranties of the Shareholders. Each of the Shareholders jointly and severally represents and warrants to Key as follows:
Sample 1
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General Representations and Warranties of the Shareholders. Each Shareholder hereby severally represents to Waste Industries and Subsidiary that (i) MML is the beneficial and legal owner of the Trans Waste Common Stock set forth opposite MML's name in Section 3.2 hereof and the IRA is the legal owner and Cannon is the beneficial owner of the Trans Xxste Common Stock set forxx xxxosite the IRA's name in Section 3.2 hereof, in both cases free and clear of all liens, encumbrances and restrictions other than restrictions on transfer imposed under the applicable securities laws and those set forth on Schedule 3.2, (ii) such Trans Waste Common Stock may be sold, transferred, assigned and conveyed by such Shareholder to Waste Industries as called for in this Agreement without such sale, transfer, assignment and conveyance constituting a breach or default by Shareholder of any provision of any agreement or covenant by which such Shareholder is bound and (iii) such Shareholder has all requisite legal power and authority, and has taken any and all steps necessary, to sell such Trans Waste Common Stock to Waste Industries as called for in this Agreement. Furthermore, each Shareholder hereby severally represents to Waste Industries that the Trans Waste Common Stock identified opposite such Shareholder's name in Section 3.2 hereof are all of the shares of capital stock of Trans Waste owned of record or beneficially by such Shareholder. EACH SHAREHOLDER HEREBY SEVERALLY REPRESENTS AND WARRANTS THAT SUCH SHAREHOLDER IS NOT RELYING ON WASTE INDUSTRIES, SUBSIDIARY, OR ANY LEGAL OR FINANCIAL ADVISORS TO WASTE INDUSTRIES OR SUBSIDIARY FOR ADVICE ON THE TAX CONSEQUENCES OR FINANCIAL TERMS OF THE MERGER, ANY NONCOMPETE ARRANGEMENTS OR ANY OTHER ASPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT SUCH SHAREHOLDER HAS SOUGHT INDEPENDENT LEGAL AND FINANCIAL ADVICE BEFORE ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.
Sample 1

Related to General Representations and Warranties of the Shareholders

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Shareholder The Shareholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to Parent as follows:

  • Additional Representations and Warranties of the Seller (a) The Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 34.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the Interim Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Interim Servicer as servicer has been disclosed or reported by the Seller; (iv) no material changes to the Interim Servicer's policies or procedures with respect to the servicing function it will perform under the Interim Servicing Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Interim Servicer's financial condition that could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under the Interim Servicing Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller, Interim Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Seller, Interim Servicer, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • Representations and Warranties of the Sub-Adviser The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each Seller represents and warrants to the Buyers as follows:

  • Additional Representations and Warranties of the Company (i) The Company shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Section 2(c) that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company’s financial condition that could have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • Representations and Warranties of the Selling Shareholders Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that:

  • Representations and Warranties of the Subadviser The Subadviser hereby represents and warrants to the Fund and MML Advisers that:

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