Representation and Warranties of the Franchisee Clause Samples
Representation and Warranties of the Franchisee
Representations and Warranties of the Funds 12.1 Each Fund represents and warrants to the Transfer Agent that: (a) It is duly organized and existing and in good standing under the laws of the jurisdiction in which it is organized; (b) It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into this Agreement; (c) All corporate proceedings required by said Articles of Incorporation, By-Laws and applicable laws have been taken to authorize it to enter into this Agreement; (d) A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective, and all appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale; (e) All outstanding Shares are validly issued, fully paid and non-assessable and that, when Shares are hereafter issued in accordance with the terms of the Fund's Articles of Incorporation and its Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
Representations and Warranties of the Fund The Fund represents and warrants to Price Associates that: 1. It is a corporation or business trust, as the case may be, duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be. 2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws and all required proceedings have been taken to authorize it to enter into and perform this Agreement.
Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:
REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer hereby represents and warrants to the Seller as follows:
Representations and Warranties of the Vendor The Vendor represents and warrants as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with its purchase of the Common Shares herein provided for: (a) the Vendor is, on the Closing Date, the owner of the Common Shares with good and marketable title thereto, free and clear of any claims, liens or encumbrances of any nature whatsoever and has the exclusive right and full power to sell, assign, transfer and deliver the Common Shares to the Purchaser, free and clear of any claims, liens or encumbrances whatsoever; (b) as of the date hereof and on the Closing Date, no person, firm or corporation has any agreement, option or any rights capable of becoming an agreement or option for the acquisition from the Vendor of any of the Common Shares; (c) as of the date hereof and on the Closing Date, no suits, actions or other legal proceedings of any sort are pending or are threatened which would restrain or otherwise prevent, in any manner, the Vendor from effectually or legally transferring the Common Shares to the Purchaser free and clear of any and all claims, liens and encumbrances nor are there any suits, actions or other legal proceedings, the effect of which would be to cause a lien to attach to the Common Shares, to divest title to the Common Shares or make the Purchaser or the Vendor liable for damages, pending or threatened, and the Vendor has no knowledge of any claims, which would give rise to such a suit, action or legal proceeding; (d) the Vendor represents that it is resident in the United States, and not in any jurisdiction in Canada, and is subject to the securities laws of the United States; (e) the Vendor has completed and delivered to the Purchaser the certificate as to its status as an accredited investor under applicable United States securities laws, which is attached hereto in Appendix A and agrees to execute and deliver, from time to time, such certificates and other documentation as the Purchaser may reasonably request in connection with the issuance of the Non-Voting Shares; (f) this Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (g) This Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (h) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON REGISTRATION EXEMPTIONS AVAILABLE THEREUNDER; THEREFORE, THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS OR UNLESS A RESALE EXEMPTION UNDER SUCH LAWS EXISTS. The Purchaser understands that the Securities have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the securities may, under certain circumstances, be inconsistent with this exemption and may make the Purchaser an “underwriter” within the meaning of the Securities Act. The Purchaser acknowledges that the securities must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption from such registration is available.