Reciprocal Representations Sample Clauses

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Reciprocal Representations. The representations and warranties contained in Sections 6.4(f), (g), (h) and (i) are incorporated herein but with all references to the Purchaser being replaced with the Seller so that each Seller is hereby making the exact same representations and warranties to the Purchaser regarding the matters contained in Sections 6.4(f), (g), (h) and (i).
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Reciprocal Representations. By their execution of this Agreement, Seller and Buyer make the following representations as to themselves as an executing party. These representations are deemed to be made as of the Closing Date.
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Reciprocal Representations. Each party represents and warrants to the other that:
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Reciprocal Representations. Each Party hereby represents and warrants to the other Party that: 6.1.1. it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and all required corporate approvals have been obtained; 6.1.2. entering this Agreement will not constitute a breach of any agreement, contract, understanding or obligation, including such Party’s documents of incorporation; and 6.1.3. it is a corporation duly organized, validly existing under the laws of the jurisdiction of its organization and it has all necessary corporate power and authority to carry on its business as currently conducted or proposed to be conducted; and
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Reciprocal Representations. Each of the Parties hereby represents and warrants to the other Party that it has the authority to enter into this Agreement and to perform its obligations hereunder, that neither the execution nor the performance of this Agreement will result in violation of any applicable laws, rules, regulations or judicial decrees, or cause either Party to breach any contractual commitment by which it is bound, and that this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms.
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Reciprocal Representations. 5.1 Each Party hereto hereby acknowledges, represents and warrants and agrees to the other as follows regarding the shares which such Party is to acquire pursuant to this Agreement (such shares are referred to herein as the “Shares”). Each of the Parties are referred to in this Article V as either the “Subscriber” or the “Seller” as such title may apply thereto with regard to the Shares; OPHI is the Subscriber of the Kenactiv Alliance Shares and Kenactiv is the Subscriber of the OPHI Shares. (a) The Shares are not registered under the Act or any state securities laws. The Subscriber understands that the offering, sale and the issuance of the Shares are intended to be exempt from registration under the Act pursuant to Section 4(2) thereof and the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of such Subscriber contained in this Agreement. The Shares are restricted securities, as such term is defined under the Act and each Share shall bear a legend substantially in the form set forth below. The Seller makes no undertaking to register the Shares at any time except as expressly set forth herein. (b) The Subscriber has had ample opportunity to request and review information pertaining to the Seller. The Subscriber has been provided with an opportunity to consult with Subscriber’s own attorney, accountant, subscriber representative and/or tax adviser (collectively, the “Advisers”) and opportunity for such Advisers to carefully review all information pertaining to investment in the Shares. All documents, records, and books pertaining to the investment in the Shares have been made available for inspection by the Subscriber and its Advisers. (c) The Subscriber has had reasonable opportunity to ask questions of, and receive answers from, the Seller’s chief executive officer concerning the business and financial condition of the Seller, and all such questions have been answered to the full satisfaction of the Subscriber. (d) In evaluating the suitability of an investment in the Seller, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated herein or as contained in documents delivered to the Subscriber or answers furnished in writing to the Subscriber or its Advisers in response to questions delivered to the Seller. (e) The Subscriber is unaware of, is in no way relying on, and did not become aware of the Shares through or as a result of...
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Reciprocal Representations. Each Party hereto warrants that it or he has the right to enter this Research Alliance Agreement; and that it or he has no obligations, contractual or otherwise, which are inconsistent with this Agreement. Each Party hereto represents and warrants that, to the best of its or his knowledge, all information supplied by that Party in the Exhibits hereto is substantially true and complete. Notwithstanding the foregoing, no Party hereto makes any representation concerning the validity of any patents nor the question as to whether any of the CYTOPORIN TECHNOLOGY may infringe upon the patent rights of others.
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Related to Reciprocal Representations

  • Reciprocal Representations and Warranties The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract: (1) Each party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, is qualified, if necessary, to do business and in good standing in each jurisdiction in which it is required to be so qualified, and has the requisite power and authority to enter into this Contract and all other agreements which are contemplated by this Contract and to carry out its obligations hereunder and under the Guides and under such other agreements. (2) This Contract has been duly authorized, executed and delivered by each party and constitutes a valid and legally binding agreement of each party enforceable in accordance with its terms. (3) There is no action, proceeding or investigation pending or threatened, and no basis therefor is known to either party, that could affect the validity or prospective validity of this Contract. (4) Insofar as its capacity to carry out any obligation under this Contract is concerned, neither party is in violation of any charter, articles of incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation and none of the foregoing adversely affects its capacity to fulfill any of its obligations under this Contract. Its execution of, and performance pursuant to, this Contract will not result in a violation of any of the foregoing.

  • General Representations Borrower represents and warrants to Lender as of the Closing Date that, except to the extent (if any) disclosed on Schedule III with reference to a specific subsection of this Section 3.1:

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Additional Representations Section 3 is hereby amended by adding the following additional subsections:

  • Financial Representations Included with the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets for Pubco dated as of October 31, 2007 and unaudited balance sheets for Pubco dated as of January 31, 2008 (the “Pubco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Pubco Financial Statements”). The Pubco Financial Statements: (a) are in accordance with the books and records of Pubco; (b) present fairly the financial condition of Pubco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Pubco has not received any advice or notification from its independent certified public accountants that Pubco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Pubco Financial Statements or the books and records of Pubco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Pubco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Pubco. Pubco has not engaged in any transaction, maintained any bank account, or used any funds of Pubco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Pubco.