Certain Representation and Warranties Clause Samples

Certain Representation and Warranties. ACNielsen has the right to grant to NRI a license to use the Nielsen Trademark as part of the ▇▇▇▇▇▇▇//NetRatings CBD as provided in this Agreement, free and clear of any liens, pledges or other encumbrances.
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Certain Representation and Warranties. (1) NRI owns all right, title and interest in the NRI Trademarks in the United States free and clear of any liens, pledges or other encumbrances. NRI is the sole owner of, or applicant for, all registrations and applications for registrations of the NRI Trademarks with any governmental or other authority in the United States, all of which are valid and in full force and effect. To the knowledge of NRI, none of the NRI Trademarks infringes the trademarks of any Third Party. There are no pending or threatened litigations, claims or challenges relating to the NRI Trademarks. (2) ACNSub has the right to grant NRI a license to use the ▇▇▇▇▇▇▇ ▇▇▇▇ as part of the ▇▇▇▇▇▇▇//NetRatings CBD as provided in this Agreement, free and clear of any liens, pledges or other encumbrances in the following jurisdictions: the United States and Canada.
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Certain Representation and Warranties. Each CTP Holder, severally and not jointly, represents and warrants to the Company, as of the Closing, as follows: (a) It has acquired the CTP Securities and the New CTP Securities for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the CTP Securities, but subject, nevertheless, to any requirement of law that the disposition of such CTP Holder's property shall at all times be within the CTP Holder's control, and without prejudice to the CTP Holder's right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (c) It has taken all action necessary for the authorization, execution, delivery, and performance of this Agreement by such CTP Holder and its obligations hereunder, and, upon execution and delivery by the Company, this Agreement shall constitute the valid and binding obligations of such CTP Holder, enforceable against such CTP Holder in accordance with its terms, except as such enforcement may be limited by Bankruptcy Exceptions. (d) It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of amendment to its investment in the Trust and Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company and the Trust concerning the terms and conditions of this Agreement and the proposed amendments to the Indenture and Declaration contemplated hereby and the business and financial condition of the Company and the Trust. (e) It is an "accredited investor" as such term is defined in Rule 501 under the Securities Act.
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Certain Representation and Warranties. In connection with the purchase and sale of the Incentive Units hereunder, Holder represents and warrants to Aggregator, Holdings and the Company as follows: (i) The Incentive Units to be acquired by Holder pursuant to this Agreement will be acquired for Holder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Incentive Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Holder is an executive officer or key employee of Holdings or another of the Companies and Holder is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Incentive Units. (iii) Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission. (iv) Holder is able to bear the economic risk of Holder’s investment in the Incentive Units for an indefinite period of time because the Incentive Units have not been registered under the Securities Act or applicable state securities laws and are subject to substantial restrictions on transfer set forth herein, in the Holdings LLC Agreement, and in the Aggregator LLC Agreement and, therefore, cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available and in compliance with such restrictions on transfer. (v) Holder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Incentive Units and has had full access to such other information concerning the Companies and their Affiliates as Holder has requested. (vi) Holder has either consulted with independent legal counsel regarding Holder’s rights and obligations under this Agreement, the Aggregator LLC Agreement, and the Holdings LLC Agreement or knowingly and voluntarily waived the opportunity to do so, and Holder fully understands the terms and conditions contained herein and therein. (vii) Holder has received and carefully read a copy of the Aggregator LLC Agreement and the Holdings LLC Agreement and has duly executed the Aggregator LLC Agreement (either through a counterpart signature page or a joinder agreement thereto). This Agreement, the Aggregator LLC Agreement, the Holdings LLC Agreement and each of the other agreements c...
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Related to Certain Representation and Warranties

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • 3Representations and Warranties (a) Registry Operator represents and warrants to ICANN as follows: (i) all material information provided and statements made in the registry TLD application, and statements made in writing during the negotiation of this Agreement, were true and correct in all material respects at the time made, and such information or statements continue to be true and correct in all material respects as of the Effective Date except as otherwise previously disclosed in writing by Registry Operator to ICANN; (ii) Registry Operator is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth in the preamble hereto, and Registry Operator has all requisite power and authority and has obtained all necessary approvals to enter into and duly execute and deliver this Agreement; and (iii) Registry Operator has delivered to ICANN a duly executed instrument that secures the funds required to perform registry functions for the TLD in the event of the termination or expiration of this Agreement (the “Continued Operations Instrument”), and such instrument is a binding obligation of the parties thereto, enforceable against the parties thereto in accordance with its terms. (b) ICANN represents and warrants to Registry Operator that ICANN is a nonprofit public benefit corporation duly organized, validly existing and in good standing under the laws of the State of California, United States of America. ICANN has all requisite power and authority and has obtained all necessary corporate approvals to enter into and duly execute and deliver this Agreement.

  • Investment Representations and Warranties Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows: