Representations and Warranties of the Opsys Parties Sample Clauses

Representations and Warranties of the Opsys Parties. Each of the Opsys Parties, as to himself or itself, hereby represents and warrants to each CDT Party that (a) as to each of the Opsys Parties that is not a natural person, that as to itself, it is duly organized and validly existing under the laws of the jurisdiction in which it has been organized, and has all power and authority, and has been duly authorized by all necessary action, to enter into this Agreement and, prior to the execution and delivery thereof, will have been duly authorized by all necessary action to enter into the Related Documents to which it is a party and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; (b) as to Axxxxx Xxxxxxxxx and Mxxxxxx Xxxxxx, that he is free to enter into and perform his obligations under this Agreement and the Related Documents to which he is a party and to consummate the transactions contemplated hereby and thereby; (c) as to such Opsys Party, (x) this Agreement constitutes and the Related Documents, will, when executed and delivered, constitute the legal, valid and binding obligation of such Opsys Party, enforceable against such Opsys Party in accordance with their respective terms, (y) the execution, delivery and performance by such Opsys Party of this Agreement and each Related Document to which he or it is a party will not contravene or constitute a default under any agreement or undertaking by which it or he is bound, and (z) he or it has duly obtained or made, or shall, on or prior to the Opsys Share Completion Date, have obtained or made, all necessary approvals, consents, filings, registrations and declarations from or with any Person in connection with the consummation by him or it of the transactions contemplated hereby and (d) as to NewCo, Axxxxx Xxxxxxxxx and Mxxxxxx Xxxxxx, there are no facts known to him or it after reasonable inquiry that would cause a reasonable person to conclude that there will be, following completion under the Opsys Shareholders Agreement, any liabilities of Opsys, whether absolute, accrued, contingent or otherwise, other than those identified in Schedule A, B or C hereto.
Sample 1
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Representations and Warranties of the Opsys Parties. Each of the Opsys Parties, as to himself or itself, hereby represents and warrants to each CDT Party that (a) as to each of the Opsys Parties that is not a natural person, that as to itself, it is duly organized and validly existing under the laws of the jurisdiction in which it has been organized, and has all power and authority, and has been duly authorized by all necessary action, to enter into this Agreement and the Related Documents and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; (b) as to Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx, that he is free to enter into and perform his obligations under this Agreement and the Related Documents and to consummate the transactions contemplated hereby and thereby; and (c) as to such Opsys Party, (x) this Agreement and the Related Documents constitute the legal, valid and binding obligation of such Opsys Party, enforceable against such Opsys Party in accordance with their respective terms, (y) the execution, delivery and performance by such Opsys Party of this Agreement and each Related Document will not contravene or constitute a default under any agreement or undertaking by which it or he is bound, and (z) he or it has duly obtained or made all necessary approvals, consents, filings, registrations and declarations from or with any Person in connection with the consummation by him or it of the transactions contemplated hereby.
Sample 1

Related to Representations and Warranties of the Opsys Parties

  • Representations and Warranties of the Parties Each party hereto represents and warrants to the other as follows:

  • Representations and Warranties of the Obligors The Obligors, jointly and severally, represent and warrant to each Purchaser that:

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS Each Vendor represents and warrants to the Purchaser, jointly and severally, as representations and warranties that are true at the date hereof, and acknowledges that the Purchaser is relying on each of the following representations and warranties in entering into this Agreement that:

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

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