Representations and Warranties Disclaimers and Waivers Sample Clauses

Representations and Warranties Disclaimers and Waivers. 3.1Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller that:(a)Organization. Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware.(b)Organizational Documents. True, correct and complete copies of the certificate of incorporation and bylaws of Purchaser, in each case as in effect as of the date hereof, have been provided to Seller. Such organizational documents will continue to be the organizational documents of Purchaser as of immediately following the Closing.(c)Capitalization. Immediately after giving effect to the transactions contemplated herein, including the issuance of the Purchaser Shares, there will be 1,000 shares of Purchaser Common Stock issued and outstanding.(d)Authority. Purchaser has the full right, power and authority to enter into this Contract and to consummate the transactions contemplated herein. This Contract and all other documents contemplated herein to which Purchaser is a party have been duly and validly executed, delivered and authorized by all necessary actions of Purchaser and this Contract and all other documents contemplated herein to which Purchaser is a party constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with the terms hereof and thereof except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws related to or affecting the enforcement of creditorsrights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at Law.(e)No Conflict. The execution, delivery and performance by Purchaser of this Contract, and the consummation of the transactions contemplated hereby, do not:(i)conflict with or violate the organizational documents of Purchaser;(ii)conflict with or violate any Law applicable to Purchaser or by which any property or asset of Purchaser is bound or affected; or(iii)conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or require any consent of any Person pursuant to, any contract or agreement to which Purchaser is a party.(f)No Consent. No consent, waiver, approval or authorization of or notice to any other Person (including any Governmental Authority) is required to be made, obtained or given by Purchaser in ...
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Representations and Warranties Disclaimers and Waivers