Representations and Warranties by Transferor. Transferor makes the following representations and warranties to Transferee as the basis for the undertakings on Transferee's part herein contained: ,T F. (a) Transferor is a public body corporate and politic . and an instrumentality of the State of Georgia, duly organized, validly existing and in good standing under the laws of the State of Georgia; rm I `` s>,• -10- ,ot • f (b) Transferor has good and sufficient fee simple title for purposes of this Agreement in and to the Real Property, and good and valid title in and to the Equipment and the Operating Assets, free and clear of any lien, claim, encumbrance or security interest therein, except for those listed in Exhibit "C" attached hereto; (c) Transferor has full power and authority to enter into this Agreement, to carry out the transactions contemplated hereunder, and to carry out its obligations hereunder; (d) Transferor has duly authorized the execution, delivery and performance of this Agreement; and (e) Transferor is not subject to any claim or restriction or subject to any provision of any nature whatsoever contained in Transferor's enabling legislation, • charter, ordinances or bylaws or in any evidence of indebtedness, indenture, commitment, agreement or contract to which Transferor is a party or by which it is bound, or subject to any existing judgment, order or decree binding upon Transferor, which in any way prevents Transferor from entering into this Agreement or performing any of its obligations hereunder. SECTION 2.02.
Representations and Warranties by Transferor. Transferor represents and warrants to Transferee as follows as of the date hereof and as of the Closing Date (or, if made as of a specified date, as of such specified date only):
Representations and Warranties by Transferor. The Transferor represents and warrants to Accenture SCA as follows:
Representations and Warranties by Transferor. Transferor hereby represents, warrants and covenants to Transferee with respect to Transferor or the Business, as the case may be, that:
Representations and Warranties by Transferor. Transferor makes the following representations and warranties, each of which is true and correct as of the date hereof:
Representations and Warranties by Transferor. The Transferor hereby represents and warrants to the Acquirer on each and every date of the Execution Date of this Agreement, the Closing Date and each installment payment date of the Acquisition Consideration as follows:
Representations and Warranties by Transferor. The Transferor represents and warrants to Accenture Ltd as follows:
Representations and Warranties by Transferor. The Transferor hereby makes the following representations and warranties to the Company. The Transferor represents to be true and correct on the date hereof and (except as the Transferor may notify the Company in writing prior to the Closing) shall be deemed made again as of the Closing and represented by the Transferor to be true and correct at the time of the Closing.
Representations and Warranties by Transferor. Transferor represents and warrants to Transferee as follows as of the date hereof and as of the Closing Date (or, if made as of a specified date, as of such specified date only): (a) Transferor is a corporation duly organized and validly existing under the laws of Japan and it has the corporate power to enter into this Agreement and to carry out the Demerger. (b) The execution, delivery and performance of this Agreement have been duly authorized and no further corporate authorization is necessary on Transferor’s part with the exception of such authorizations set forth herein which it is required to receive after the date hereof and on or prior to the Closing Date. (c) This Agreement is legally binding on and enforceable against Transferor in accordance with its terms, subject to the limitations imposed by the laws of bankruptcy, reorganization and creditors’ rights generally and except as enforcement thereof may be limited as to certain equitable remedies. (d) The entering into of this Agreement does not violate or cause a default under or breach of (i) Transferor’s articles of incorporation, or other charter or governing documents assuming such authorizations set forth herein which Transferor is required to receive after the date hereof and on or prior to the Closing Date have been obtained, (ii) any material judgment, order or decree applicable to Transferor or Transferor’s properties and assets, or (iii) any applicable Laws. (e) There is no action, suit or Legal Proceeding pending or, to Transferor’s Knowledge, threatened, against or affecting Transferor or Transferor’s assets in any court or before or by any Governmental Entity which would materially and adversely affect Transferor’s performance of Transferor’s obligations under this Agreement. (f) Transferor has no financial relationship with anti-social forces (which means organized crime groups (bouryokudan), members of organized crime groups, associate members of organized crime groups, companies related to organized crime groups, corporate racketeers (sokaiya), social welfare activists, special intelligence violence groups, etc. and other similar persons, and the same shall apply to the term “anti-social force” hereafter), and is not cooperating with or involved in the support or operation of anti-social forces. Transferor is not providing any funds to anti-social forces regardless of its pretext, and has no plans in the future to do so. Transferor has not appointed as its director or statutory au...
