Representations and Warranties of the Equityholder Sample Clauses
The "Representations and Warranties of the Equityholder" clause sets out the specific statements and assurances that the equityholder makes to the other party, typically in the context of a sale or investment agreement. These statements may cover the equityholder’s authority to enter into the agreement, ownership and title to the equity being sold, absence of undisclosed liabilities, and compliance with laws. By requiring the equityholder to make these representations and warranties, the clause helps ensure that the buyer or investor receives accurate information and can seek remedies if any statements prove to be false, thereby allocating risk and promoting transparency in the transaction.
Representations and Warranties of the Equityholder. The Equityholder represents and warrants to each of the other Secured Parties on and as of each Measurement Date, as follows:
Representations and Warranties of the Equityholder. The Equityholder hereby represents and warrants, as of the Closing Date, each date the Borrower acquires any Collateral and as of each Funding Date:
Representations and Warranties of the Equityholder. The Equityholder hereby represents and warrants, as applicable, as of the Closing Date, each Measurement Date:
Representations and Warranties of the Equityholder. The Equityholder hereby represents and warrants to the Administrative Agent, the Lenders and the Borrower, as of the date of this Agreement and the date of each Advance, as follows:
Representations and Warranties of the Equityholder. The Equityholder hereby represents and warrants to the Company as of the date hereof, and as of the date of any additional Designated Shares acquired in accordance with Section 3.1, as follows:
Representations and Warranties of the Equityholder. The Equityholder represents and warrants as of the date hereof to Acquiror, Sponsor and the Company as follows:
Representations and Warranties of the Equityholder. The Equityholder, on behalf of himself, herself or itself, hereby represents and warrants to Parent as follows:
Representations and Warranties of the Equityholder. The Equityholder hereby represents and warrants to the Company Parties as follows:
Representations and Warranties of the Equityholder. The Equityholder represents and warrants as follows as of the Closing Date, each Funding Date, and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:
Representations and Warranties of the Equityholder. The Equityholder hereby represents and warrants to PubCo and the Company as follows:
(a) The Equityholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement has been duly executed and delivered by the Equityholder and, subject to the due execution and delivery of this Agreement by PubCo and the Company, constitutes a legally valid and binding agreement of the Equityholder enforceable against the Equityholder in accordance with the terms hereof.
(b) The Equityholder is the sole record owner and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to the Covered Securities, free and clear of any Liens (other than as created by this Agreement or the Governing Documents of PubCo or the Company, as the case may be). As of the date hereof, other than the Covered Securities set forth opposite his name on Schedule 1, the Equityholder does not own beneficially or of record any PubCo Shares or Company Shares (or any securities convertible into PubCo Shares or Company Shares) or any interest therein.
(c) The execution and delivery of this Agreement by the Equityholder does not, and the performance by the Equityholder of his obligations hereunder will not, (i) conflict with the rights of Equityholder’s spouse or domestic partner, as applicable, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract binding upon the Equityholder or the Covered Securities), in each case, to the extent the absence of such consent, approval or other action would prevent, enjoin or materially delay the performance by the Equityholder of his obligations under this Agreement.
(d) As of the date of this Agreement, there is no Action pending against the Equityholder or, to his knowledge, threatened against the Equityholder that, in any manner, questions the beneficial or record ownership of the Covered Securities or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by the Equityholder of his obligations under this Agreement.
(e) The Equityholder understands and acknowledges that PubCo and the Company are entering into the Combination Agreement in reliance upon its execution and delivery of this Agreement and its representations, warranties, covenants and other agreements contained herein.