REPRESENTATIONS AND WARRANTIES OF TRANSFEROR PARTIES Sample Clauses
The "Representations and Warranties of Transferor Parties" clause requires the parties transferring assets, shares, or interests (the transferors) to formally state certain facts about themselves and the subject of the transfer. Typically, these statements cover the transferors’ authority to enter into the agreement, ownership and condition of the assets, absence of undisclosed liabilities, and compliance with laws. By providing these assurances, the clause allocates risk by holding the transferors accountable for the accuracy of their statements, thereby protecting the transferee from hidden issues or misrepresentations.
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR PARTIES. As an inducement to the Acquiring Parties to enter into this Agreement and to consummate the transactions contemplated herein and except as set forth on Transferor Parties’ disclosure schedule attached hereto and incorporated herein, comprising schedules numbered according to the sections of this Article 3 and as specifically set forth herein (the “Transferor Parties’ Disclosure Schedule”), the Transferor Parties, jointly and severally, make the following representations and warranties to the Acquiring Parties, as of the date of this Agreement (except if another date is specified in the representation or warranty). Each exception set forth in the Transferor Parties’ Disclosure Schedule will be deemed to qualify (a) the corresponding representation and warranty set forth in this Agreement that is specifically identified (by cross-reference or otherwise) in the Transferor Parties’ Disclosure Schedule and (b) all other representations and warranties to the extent the relevance of such exception to such other representation and warranty is reasonably clear.
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR PARTIES. As an inducement to the Acquiring Parties to enter into this Agreement and to consummate the transactions contemplated herein and except as set forth on the Transferors’ disclosure schedule attached hereto and incorporated herein, comprising schedules numbered according to the sections of this Article 3 and as specifically set forth herein (the “Transferor’s Disclosure Schedule”), the Transferor Parties, jointly and severally, make the following representations and warranties to the Acquiring Parties, as of the date of this Agreement (except if another date is specified in the representation or warranty). Each exception set forth in the Transferor’s Disclosure Schedule will be deemed to qualify (a) the corresponding representation and warranty set forth in this Agreement that is specifically identified (by cross-reference or otherwise) in the Transferor’s Disclosure Schedule and (b) all other representations and warranties to the extent the relevance of such exception to such other representation and warranty is reasonably clear. Notwithstanding anything to the contrary contained in this Agreement: Acquiring Parties hereby agree that to the extent any representation or warranty of Transferor made herein prior to Closing is, to the Knowledge of SFX, untrue or incorrect, then if Acquiring Parties elect to close, the Acquiring Parties will have no rights under this Agreement by reason of such untruth or inaccuracy.
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR PARTIES. As an inducement to the Acquiring Parties to enter into this Agreement and to consummate the transactions contemplated herein and except as set forth on the Transferors’ disclosure schedule attached hereto and incorporated herein, comprising schedules numbered according to the sections of this Article 3 and as specifically set forth herein (the “Transferor’s Disclosure Schedule”) corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Transferor’s Disclosure Schedule if it is reasonably apparent from the nature of the disclosure that it is applicable to another Section of this Agreement, the Transferors, jointly and severally make the following representations and warranties to the Acquiring Parties, as of the date of this Agreement (except if another date is specified in the representation or warranty).
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR PARTIES. Transferor Parties jointly and severally represent and warrant to Acquiror as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR PARTIES. As an inducement to the Acquiring Parties to enter into this Agreement and to consummate the transactions contemplated herein and except as set forth on the Transferor Parties’ disclosure schedule attached hereto and incorporated herein, comprising schedules numbered according to the sections of this Article 3 and as specifically set forth herein (the “Transferor’s Disclosure Schedule”), the Transferor Parties other than ▇▇▇▇▇▇, jointly and severally, make the following representations and warranties to the Acquiring Parties, and ▇▇▇▇▇▇, severally, makes the representations and warranties set forth in Section 3.3 (with respect solely to his own Transferor Interests) to the Acquiring Parties, in each case, as of the date of this Agreement (except if another date is specified in the representation or warranty). Each exception set forth in the Transferor’s Disclosure Schedule will be deemed to qualify (a) the corresponding representation and warranty set forth in this Agreement that is specifically identified (by cross-reference or otherwise) in the Transferor’s Disclosure Schedule and (b) all other representations and warranties to the extent the relevance of such exception to such other representation and warranty is reasonably clear.
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR PARTIES. Each Transferor Party hereby represents and warrants to Transferee that each of the following is true and correct as of the Closing Date:
(a) Each Transferor Party is duly organized, validly existing and in good standing in the jurisdiction of its formation.
(b) The __________ Parties have the full power, authority and legal right to execute, deliver and perform this Agreement.
(c) The __________ Parties have duly authorized, executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Transferee of this Agreement, this Agreement constitutes the legal, valid and binding agreement of the __________ Parties, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium and other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(d) No consent, approvals, authorizations or orders of, registration or filing with, or notice to, any court or governmental agency or body is required for the execution, delivery and performance by any __________ Party of, or compliance by any __________ Party with, this Agreement or the consummation of the transactions contemplated hereby.
(e) The execution and delivery of this Agreement, and the performance by the __________ Parties of their obligations hereunder, will not conflict with any provision of any law or regulation to which any of the __________ Parties is subject, conflict with or otherwise violate the organizational documents of the __________ Parties or conflict with or result in a breach of or constitute a default of any of the terms, conditions or provisions of any material agreement, contract, indenture or instrument to which any of the __________ Parties is a party or by which it is bound or any order or decree applicable to any of the __________ Parties, in any manner that would have an adverse effect on the ability of the __________ Parties to perform their obligations hereunder.
(f) Pursuant to this Agreement, Seller has transferred all legal, economic and beneficial right, title and interest in and to the Interest to the Transferee, free and clear of all Liens. Pursuant to this Agreement, Resigning Manager has transferred all of its legal, economic and beneficial right, title and interest in and to the Company to T...
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR PARTIES. The Transferor Parties hereby represent and warrant to Acquiror that except with respect to the potential sale by Transferors in the overallotment option in connection with Acquiror's initial public offering, no Transferor Party or Transferor is under any binding commitment or obligation to sell, transfer, or otherwise dispose of the Acquiror Shares to be transferred to the Transferors pursuant to this Agreement except as provided in the limited liability company agreement of each of Genmar Alexandra, LLC and Genmar II, LLC.