Qualification of the Sellers Sample Clauses

Qualification of the Sellers. Each Seller represents and warrants, with respect to itself and not with respect to any other Seller, that: (a) such Seller is acquiring the Series I Stock for such Seller's own account and not with a view to or for resale in connection with any distribution thereof within the meaning of Section 2(11) of the United States Securities Act of 1933, as amended (the "Securities Act"); (b) such Seller understands that such shares have not been registered under the Securities Act or any state securities laws by reason of specified exemptions from the registration provisions of the Securities Act which depend upon, among other things, the bona fide nature of his or its investment intent as expressed herein; (c) such Seller is an "accredited investor" within the meaning of Rule 501 of the Securities Act; (d) such Seller is able to bear the economic risk of investment in such shares and is experienced and has such knowledge and experience in financial and business matters that he or it is capable of evaluating the risks and merits of the transactions contemplated by this Agreement; and (e) such Seller acknowledges that such shares will bear a legend, such as the one specified in Section 4.5 below, restricting transfer unless (i) the transfer is exempt from the registration requirements of the Securities Act and an opinion of counsel reasonably satisfactory to ViaCell that such transfer is exempt therefrom is delivered to ViaCell, or (ii) the transfer is made pursuant to an effective registration statement under the Securities Act. In addition, each Seller, other than the U.S. Sellers, represents and warrants, with respect to itself and not with respect to any other Seller, that: (a) such Seller is not a "U.S. Person" (as such term is defined in Rule 902(k) of Regulation S under the Securities Act) and is not acquiring the shares issuable pursuant to this Agreement for the account or benefit of a U.S. Person; (b) each Seller acknowledges that the shares issuable pursuant to this Agreement may not be sold, transferred, or otherwise disposed of except in accordance with the provisions of Regulation S of the Securities Act (Rules 901 through 905), or pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act; and (c) each Seller agrees not to engage in hedging transactions with regard to the shares issuable pursuant to this Agreement unless in compliance with the Securities Act.
Sample 1
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Qualification of the Sellers. The execution and delivery of this Agreement by the Sellers, the performance by the Sellers of their obligations hereunder and the consummation by the Sellers of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Sellers. This Agreement has been duly executed and delivered by the Sellers, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Sellers enforceable against each of the Sellers in accordance with its terms.
Sample 1
Qualification of the Sellers. Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of incorporation. Each of the Sellers has all requisite corporate power and authority to own and operate the Sellers' Business as it currently is being conducted, to own and lease the properties and assets owned or leased by it and to enter into this Agreement and perform the obligations hereunder. Each of the Sellers is licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be qualified would not have a Material Adverse Effect. 5.1.2
Sample 1

Related to Qualification of the Sellers

  • Organization of the Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Authorization of the Servicer (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

  • Representations of the Seller and the Depositor The respective agreements, representations, warranties and other statements by the Seller and the Depositor set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing under Section 2.02 and the transfers and assignments referred to in Section 7.04.

  • Representations of the Sub-Adviser The Sub-Adviser represents, warrants and agrees that:

  • Representations of the Sellers In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that:

  • Indemnification of the Sellers Subject to the limitations set forth in Article VII hereof, Purchaser shall indemnify and hold harmless each of the Sellers, its Affiliates and successors to the foregoing and the respective Representatives of each such indemnified Person (collectively, the “Seller Indemnified Parties”) from and against any and all Losses paid, suffered or incurred by any Seller Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to:

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • 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 Sub-Advisor The Sub-Advisor represents and warrants to the Advisor and the Trust as follows:

  • Representations and Warranties of the Master Servicer and the Seller (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of Certificateholders that, as of the date of execution of this Agreement:

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