Certain Representations of the Parties Sample Clauses

Certain Representations of the Parties. (a) Contributor hereby remakes as of the date hereof the representations and warranties set forth in Section 5.01, Section 5.02 and Section 5.03 of the Contribution Agreement, it being acknowledged that all references in such representations and warranties as to the “Agreement” shall be deemed to refer to the Contribution Agreement and this Amendment, collectively. (b) Acquiror hereby remakes as of the date hereof the representations and warranties set forth in Section 6.01, Section 6.02 and Section 6.03 of the Contribution Agreement, it being acknowledged that all references in such representations and warranties as to the “Agreement” shall be deemed to refer to the Contribution Agreement and this Amendment, collectively. (c) HighPeak Energy hereby remakes as of the date hereof the representations and warranties set forth in Section 6.01, Section 6.02, Section 6.03, Section 6.11(a) and Section 6.11(b) of the Contribution Agreement, it being acknowledged that all references in such representations and warranties as to the “Agreement” shall be deemed to refer to the Contribution Agreement and this Amendment, collectively. (d) Pure hereby remakes as of the date hereof the representations and warranties set forth in Section 6.10(a) and Section 6.10(b) of the Contribution Agreement, it being acknowledged that all references in such representations and warranties as to the “Agreement” shall be deemed to refer to the Contribution Agreement and this Amendment, collectively. (e) Each HPK Party hereby makes as of the date hereof the representations and warranties set forth in Section 6.01, Section 6.02 and Section 6.03 of the Contribution Agreement, it being acknowledged that all references in such representations and warranties as to (a) the “Agreement” shall be deemed to refer to the Contribution Agreement and this Amendment, collectively, and (ii) “Acquiror” shall be deemed to be references to each HPK Party mutatis mutandis.
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Certain Representations of the Parties. Each of the Parties hereto represents, several and not jointly, that it has taken all action required of it to duly authorize this OMA and that no further action or approval is required on its behalf and, when executed and delivered, this OMA constitutes a valid and binding obligation of such Party, enforceable in accordance with its terms.
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Certain Representations of the Parties. Each Party hereto represents that: (i) such Party has been fully advised by counsel in connection with the negotiation and execution of this Amendment; (ii) each has the corporate power and authority, and the legal right, to make, execute, deliver and perform this Amendment; (iii) no consent or authorization or, filing with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, (iv) the execution, delivery and performance of this Amendment will not violate any requirement of law or any contractual obligation of such Party and will not result in, or require, the creation or imposition of any lien on any of their respective properties or revenues pursuant to any requirement of law or any such contractual obligation (other than the liens created by this Amendment) and (v) this Amendment constitutes a legal, valid and binding obligation of each Party, enforceable against each such Party, its affiliates, successors and assigns in accordance with its terms.
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Certain Representations of the Parties. (a) Constellation represents and warrants to the other Parties that it has the full corporate power and authority to carry on its business as now being conducted, and the authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder and otherwise to consummate the Transactions. This Agreement has been duly authorized, executed and delivered by Constellation and no other corporate proceedings on the part of Constellation are necessary to authorize this Agreement or to consummate and perform the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of Constellation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws and subject to general principles of equity. (b) DBR represents and warrants to the other Parties that each of DBR and Holdco has the full corporate power and authority to carry on its business as now being conducted, and the authority to execute, deliver and perform this Agreement (in the case of DBR) and to carry out its obligations hereunder and otherwise to consummate the Transactions. This Agreement has been duly authorized, executed and delivered by DBR and no other corporate proceedings on the part of DBR are necessary to authorize this Agreement or to consummate and perform the Transactions. This Agreement is a legal, valid and binding obligation of DBR, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws and subject to general principles of equity. The Merger Agreement has been duly authorized, executed and delivered by Holdco and no other corporate proceedings on the part of Holdco are necessary to authorize the Merger Agreement or to consummate and perform the Transactions. The Merger Agreement is a legal, valid and binding obligation of Holdco, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws and subject to general principles of equity. (c) Huneeus represents and warrants to the other Parties that it has the full power and authority to carry on its business as now being conducted, and the authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder and otherwise to consummate the Transactions. This Agreement has been duly authorized, executed and delivered by H...
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Certain Representations of the Parties. The Buyer represents and warrants to the Seller:
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Certain Representations of the Parties. Each of ▇▇. ▇▇▇▇▇▇▇▇ and the Company represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm, or corporation any Claims herein released. ▇▇. ▇▇▇▇▇▇▇▇ represents and warrants that neither he nor any assignee has filed any lawsuit against the Company, and the Company represents and warrants that neither it nor any assignee has filed any lawsuit against ▇▇. ▇▇▇▇▇▇▇▇.
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Certain Representations of the Parties. (a) The Buyer represents and warrants to the Seller: (i) the Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this [**] Letter Agreement; (ii) neither the execution and delivery by the Buyer of this [**] Letter Agreement, nor the consummation of any of the transactions by the Buyer contemplated hereby, nor the performance by the Buyer of the obligations hereunder, constitutes a breach of any agreement to which the Buyer is a party or by which its assets are bound; (iii) this [**] Letter Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The Seller represents and warrants to the Buyer: [**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
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Certain Representations of the Parties. Executive represents and warrants that: (i) he is the sole and lawful owner of all rights, titles and interests in and to all Released Claims; and (ii) he has the fully legal right, power, authority and capacity to execute and deliver this Agreement. Each Noble Party represents and warrants that neither such Noble Party nor any affiliate thereof has any lawsuit pending (or that is reasonably expected to become pending) in such Noble Party’s or affiliate’s name, or on behalf of any other person or entity, against Executive. Each Noble Party further represents, acknowledges, and agrees that it is not aware of any facts, circumstances, acts, or omissions that give rise to the basis for a claim by such Noble Party or any of its affiliates against Executive.
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Certain Representations of the Parties 
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Related to Certain Representations of the Parties

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Representations of the Purchaser The Purchaser represents and warrants as follows:

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof: (i) It is duly organized, validly existing and in good standing under the laws of the State under which it is organized. (ii) The execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated by this Agreement. (iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (iv) This Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. (v) It has the right to enter into this Agreement without the consent of any third party. (vi) It is the holder of the respective Note for its own account in the ordinary course of its business. (vii) It has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation in connection with the consummation of any of the transactions contemplated hereby. (viii) It is a Qualified Transferee.