Representatives and Warranties of the Purchaser Clause Samples

Representatives and Warranties of the Purchaser. The Purchaser and GYBL hereby make the following representations and warranties to the Company as of the Effective Date and as of the date of each Draw Down Notice and as of each Settlement Date: (a) Organization and Standing of the Purchaser and GYBL. The Purchaser is a “société en commandite simple” duly formed, validly existing and in good standing under the laws of Luxembourg. GYBL is a limited company duly formed, validly existing and in good standing under the laws of the Commonwealth of the Bahamas.
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Representatives and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company:
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Representatives and Warranties of the Purchaser. The Purchaser and GYBL hereby make the following representations and warranties to the Company as of the date of the Original Agreement, the Effective Date and as of the date of each Draw Down Notice and as of each Settlement Date:
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Representatives and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company as of the Effective Date and as of the Closing Date:
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Representatives and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company that, as of the date hereof:
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Representatives and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company as of the Effective Date and as of the Closing Date: (a) Organization and Standing of the Purchaser. The Purchaser is a “société en commandite simple” duly formed, validly existing and in good standing under the laws of Luxembourg.
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Related to Representatives and Warranties of the Purchaser

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations and Warranties of the Selling Shareholder The Selling Shareholder represents, warrants and covenants, solely with respect to himself and the number of Selling Shareholder Shares and the Selling Shareholder Option Shares set forth opposite his name on Schedule I hereto, to each Underwriter that: (a) The Selling Shareholder has valid and unencumbered title to 2,300,000 shares of Class A Common Stock of the Company, that are convertible into 2,300,000 Shares. (b) Such Selling Shareholder will have, valid and unencumbered title to the Shares on each Applicable Closing Date, to be delivered by the Selling Shareholder on such Applicable Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be delivered by the Selling Shareholder on such Applicable Closing Date hereunder; and upon the delivery of and payment for such Shares on each Applicable Closing Date hereunder, the several Underwriters will acquire valid and unencumbered title to the Shares to be delivered by the Selling Shareholder on such Applicable Closing Date. (c) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Selling Shareholder of his obligations hereunder, in connection with the offering, issuance or sale of the Selling Shareholder Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as has been already obtained or may be required under the Act or the Rules and Regulations, state securities laws or the bylaws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Selling Shareholder Shares and the Selling Shareholder Option Shares to be sold hereby; (d) The Selling Shareholder has the legal right, power and all authorizations and approvals required by law to enter into the Custody Agreement (as defined in Section 4(j) hereof). This Agreement and the Custody Agreement have been duly executed and delivered by the Selling Shareholder and each such agreement is a legal, valid and binding agreement of the Selling Shareholder; (e) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and in the Registration Statement (including the issuance and sale of such Selling Shareholder Shares and the Selling Shareholder Option Shares, if applicable) and compliance by the Selling Shareholder with his obligations under this Agreement and the Custody Agreement, do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreements or instrument, to which the Selling Shareholder is a party or by which he may be bound, or to which any of the property or assets of the Selling Shareholder is subject (except for such conflicts, breaches, defaults, liens, charges or encumbrances that would not have a material adverse effect on the transactions contemplated herein), nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any respective properties, assets or operations; (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (g) Neither the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto contains any untrue statement of a material fact or omits to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholder pertaining, as such, for use therein; (h) The Selling Shareholder has no reason to believe that the representations and warranties of the Company set forth in Section 3 are not true and correct in all material respects; (i) The Selling Shareholder will deliver to you prior to or at each Applicable Closing Date a properly completed and executed Internal Revenue Service Form W-8BEN (or other applicable Form W-8; (j) Certificates in negotiable form representing all of the Selling Shareholder Shares and the Selling Shareholder Option Shares to be sold by the Selling Shareholder have been placed in custody under a Custody Agreement, in the form heretofore furnished to you (the "CUSTODY AGREEMENT"), duly executed and delivered by the Selling Shareholder to American Stock Transfer & Trust Company as custodian (the "CUSTODIAN"); (k) The Selling Shareholder is not subject to any order or directive of, or party to any agreement with, any regulatory agency having jurisdiction with respect to him; (l) The Shares represented by the certificates held in custody for the Selling Shareholder under the Custody Agreement are subject to the interests of the Underwriters hereunder and the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable; the obligations of the Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of the Selling Shareholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such partnership or corporation, or by the occurrence of any other event; if the Selling Shareholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership or corporation should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares shall be delivered by or on behalf of the Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement and shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian shall have received notice of such death, incapacity, termination, dissolution or other event.