REPRESENTATIONS AND WARRANTIES BY THE SELLERS Clause Samples
The "Representations and Warranties by the Sellers" clause requires the sellers to formally state certain facts about themselves and the subject of the transaction, such as ownership of assets, authority to sell, and absence of undisclosed liabilities. In practice, this clause obligates sellers to disclose material information and confirm that all statements made about the business or assets being sold are accurate as of a specified date. Its core function is to provide assurance to the buyer, allocate risk, and establish a basis for potential remedies if the representations or warranties prove to be false or misleading.
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers hereby jointly and severally represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. Each of the Sellers jointly and severally represents and warrants to the Purchasers as follows:
a. The statements made by the Sellers in this Section 6 are and will be correct and complete as of the date of this Settlement Agreement and as of the Closing Date.
b. Each of the Sellers is a corporation, validly existing and in good standing under the laws of the State of their domicile.
c. This Settlement Agreement and the Settlement Documents to be executed and delivered by each Seller have been duly approved by all requisite action of such Seller, and such Seller has full power and authority to execute, deliver and perform this Settlement Agreement, together with all of the Settlement Documents to be executed and delivered by it.
d. PainCare Sub owns, has not assigned, and has the full right to sell the Non-Medical Assets, free and clear of any claim, lien, encumbrance, option to purchase by, or other rights of any third person arising by, through or under any Seller, and any imposed by any prior or current agreements to which any Purchaser is a party other than that certain loan obligation to HBK which will be released prior to or simultaneously with Closing (as defined below) at closing.
e. This Settlement Agreement and the Settlement Documents to be executed and delivered by each of the Sellers constitutes the legal, valid and binding obligations of such Seller, and will be enforceable in accordance with their respective terms against such Seller, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.
f. The execution and delivery by each Seller of this Settlement Agreement and the Settlement Documents, and any and all other agreements, documents or instruments contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by the Sellers do not and will not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default or event of default under, (iii) give any third party the right to accelerate any obligation under, (iv) result in a violation of, or (v) require any authorization, consent, approval exemption or other action by or notice to any court or governmental authority pursuant to, the articles of incorporation or bylaws of the Sellers or any regulation...
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Seller hereby jointly and severally represents and warrants to the Purchaser that to the best of the Seller’s knowledge, with the intent that the Purchaser will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. Each of the Sellers, jointly and severally, hereby represents and warrants to the Buyer that the matters set forth below are true, accurate and not misleading as of the date of this Agreement and upon the Closing remains to be true, accurate and not misleading as of the date hereof and as of the Completion Date, as follows:
7.2.1 Each Seller, if not an individual person, is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
7.2.2 Each Seller has all requisite power, authority and legal right and capacity to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which a Seller is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by such Seller and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to the Enforceability Exceptions.
7.2.3 Sellers own good, valid and marketable title to the Sale Shares, free and clear of any and all Liens (other than those imposed by applicable securities Laws or the Target Company’s Organizational Documents), with each Seller owning the Sale Shares set forth on Annex I. There are no proxies, voting rights, shareholders’ agreements or other agreements or understandings, to which a Seller is a party or by which a Seller is bound, with respect to the voting or transfer of any of such Seller’s Sale Shares other than this Agreement. Upon delivery of the Sale Shares to the Buyer on the Completion losing Date in accordance with this Agreement, the entire legal and beneficial interest in the Sale Shares and good, valid and marketable title to the Sale Shares, free and clear of all Liens (other than those imposed by applicable securities Laws or those incurred by the Buyer), will pass to the Buyer.
7.2.4 Each Seller has the right to dispose of his, her or its Sale Shares and is the exclusive legal and be...
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers represent and warrant to the Purchaser that on the date hereof and as of the Closing Date: 4.1
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. Sellers, jointly and severally (except where specifically indicated herein), represent and warrant to Buyer, as of the date hereof, the matters set forth in this Section 3.1, in connection with the purchase of the Company Shares and the completion of the other transactions contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. (1) the Sellers are natural persons with full civil capacity;
(2) the Sellers have obtained internal authorizations for the execution and performance of this Agreement, and has obtained all other necessary approvals, consents and authorizations for the execution and performance of this Agreement;
(3) Neither the execution of this Agreement nor the performance of its obligations hereunder by the Sellers will violate or contradicts with the articles of association of the Target Company or any other agreement to which it is a party.
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. HMCA and Dynamic, jointly and severally, represent and warrant to the Buyer as follows:
(a) Organization and Standing of the Sellers. HMCA and Dynamic are corporations duly organized, validly existing and in good standing under the law of the States of Delaware and New York, respectively, and have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. 3.1. The BUYER has agreed to purchase the QUOTAS in reliance upon the representations and warranties made by the SELLERS concerning the situation and business standing of the COMPANY. With full knowledge that such representations and warranties are fundamental to the object of this Agreement, the SELLERS hereby, jointly and severally declare and warrant that:
3.1.1. The COMPANY is a limited liability business company duly organized and validly existing and in good standing under the laws of the Federative Republic of Brazil and is duly qualified to do business in the jurisdictions where its properties are located or where its businesses are conducted, and it has full right and authority to own its properties and to conduct its business.
3.1.2. All QUOTAS are paid up and free of any lien or burdens whatsoever. The SELLERS are not a party to any contract or obligation whereby they have granted to third parties the right to purchase, obtain or acquire any rights on the QUOTAS. The QUOTAS have equal rights in respect of voting, profit distribution, subscription to new capital and all such matters affecting the rights of partners.
3.1.3. The QUOTAS may be freely assigned and transferred, without the need of prior approval or authorization of any public or governmental agency or authority.
3.1.4. The SELLERS have full rights to assign and transfer the QUOTAS to the BUYER and upon the transfer hereunder the BUYER shall acquire a valid and transferable title on such QUOTAS free and unencumbered of any liens, restrictions or rights of third parties, individuals or legal entities.
3.1.5. All the trademarks, patents, licenses, models, privileges and product registrations owned by the COMPANY are of full, legitimate and unquestionable property of the COMPANY and, except for the proceedings listed in Exhibit 3.1.5.A, the SELLERS have no knowledge of any infringement to any intellectual rights of the COMPANY. The intellectual property rights and product registrations of COMPANY, which are sole property of the COMPANY, are listed in Exhibit 3.1.5.
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. Except as otherwise set forth in the Disclosure Schedules, each Seller, solely as to itself, severally and not jointly, represents and warrants to Buyer, as of the date of this Agreement and as of the Closing Date, as follows: