REPRESENTATIONS AND WARRANTIES OF ADS PARTIES Clause Samples
REPRESENTATIONS AND WARRANTIES OF ADS PARTIES. (INCLUDING VENDORS) 6
3.1 Individual Representations and Warranties as to ADS Parties who are Vendors 6
3.1.1 Incorporation, Power and Capacity 6 3.1.2 No Conflict 6 3.1.3 Required Authorizations 6 3.1.4 Required Consents 7 3.1.5 Execution and Binding Obligation 7 3.1.6 Title to Purchased Shares 7
3.1.7 No Other Agreements to Purchase 7 3.1.8 Residence of Vendor 7 3.2 Individual Representations and Warranties as to ADS Parties who are not Vendors 7 3.2.1 Incorporation, Power and Capacity 7 3.2.2 No Conflict 8 3.2.3 Execution and Binding Obligation 8
3.3.1 Incorporation, Corporate Power and Qualification 8 3.3.2 No Default 9 3.3.3 No Conflict 9 3.3.4 Required Authorizations 9 3.3.5 Required Consents 10 3.3.6 Authorized and Issued Capital 10 3.3.7 Subsidiaries 10 3.3.8 No Other Agreements to Purchase 10 3.3.9 Corporate Records 11
REPRESENTATIONS AND WARRANTIES OF ADS PARTIES. (INCLUDING VENDORS)
3.1 Individual Representations and Warranties as to ADS Parties who are Vendors Each Vendor individually and not solidarily represents and warrants to Purchaser as follows with respect to himself or itself only, as the case may be, subject to such exceptions specifically disclosed in the Vendors’ Disclosure Letter, and acknowledges and agrees that Purchaser is relying upon such representations and warranties in connection with the purchase by Purchaser of the Purchased Shares: