Representations and Warranties of Samsung Clause Samples
Representations and Warranties of Samsung. As of the Effective Date, Samsung hereby represents and warrants to Unidym, as a material inducement for Unidym’s entry into this Agreement, as follows:
Representations and Warranties of Samsung. Samsung hereby represents and warrants to Staktek:
(a) SEC and SSI are corporations duly organized, validly existing and in good standing under the laws of the jurisdiction of their formation and have all requisite corporate power and authority to carry on their business as now conducted. Each of SEC and SSI is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
(b) All corporate action on the part of Samsung, its officers, directors and shareholders necessary for the authorization, execution and delivery of the Transaction Agreements, the performance of all obligations of Samsung hereunder, has been taken, and the Transaction Agreements constitute valid and legally binding obligations of SEC, enforceable in accordance with their respective terms.
(c) Except for the approval of the Government of the Republic of Korea to the payment of the royalty (which Samsung reasonably expects to obtain by June 5, 2000) and the payment of the purchase price for Staktek Shares tendered for purchase pursuant to the Samsung Tender Offer (which Samsung reasonably expects to obtain by July 28, 2000), to Samsung’s knowledge after due inquiry, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with. any Korean or United States federal, state or local governmental authority on the part of Samsung is required in connection with the consummation of the transactions contemplated by the Transaction Agreements.
Representations and Warranties of Samsung. Samsung hereby makes the following representations and warranties to the Company: