Representation by Company Sample Clauses

The 'Representation by Company' clause establishes that the company is authorized to act on its own behalf in the context of the agreement. This means that the company can make statements, provide assurances, or enter into commitments through its designated officers or representatives. Typically, this clause clarifies who within the company has the authority to bind the company to contractual obligations. Its core function is to ensure that all parties understand which individuals or roles are empowered to represent the company, thereby reducing the risk of unauthorized commitments and ensuring clarity in contractual dealings.
Representation by Company. Each of NSAM and OZCI represents and warrants to the Fund that the Shares are being acquired for investment for its own account and not on behalf of any other person or persons and not with a view to, or for sale in connection with, any public distributions thereof. Each of NSAM and OZCI is purchasing the Shares in order to provide seed capital for the Fund prior to the commencement of the public offering of its shares. Each of NSAM and OZCI have either consulted its own investment adviser, attorney or accountant about the investment and proposed purchase of Shares and its suitability to it or chosen not to do so, despite the recommendation of that course of action by the Fund. Each of NSAM and OZCI has received a copy of the forms of the Declaration of Trust and Bylaws of the Fund, as well as a copy of the Registration Statement on file with the Securities and Exchange Commission, and each understands the risks of, and other considerations relating to, a purchase of Shares. Each of NSAM and OZCI (i) is knowledgeable and experienced with respect to the financial, tax and business aspects of the ownership of Shares and of the business contemplated by the Fund and is capable of evaluating the risks and merits of purchasing Shares and, in making a decision to proceed with this investment, have not relied upon any representations, warranties or agreements, other than those set forth in this Agreement and (ii) can bear the economic risk of an investment in the Fund for an indefinite period of time, and can afford to suffer the complete loss thereof. Each of NSAM and OZCI has been given access to, and prior to the execution of this Agreement was provided with an opportunity to ask questions of, and receive answers from, the Fund or any of its principals concerning the terms and conditions of the offering of Shares, and to obtain any other information which either NSAM or OZCI and its respective investment representative(s) and professional advisor(s) requested with respect to the Fund and the investment in the Fund by NSAM and OZCI in order to evaluate NSAM’s and OZCI’s investment and verify the accuracy of all information furnished to NSAM and OZCI regarding the Fund. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to be satisfactory. Each of NSAM and OZCI has evaluated the risks involved in investing in the Shares and has determined that the Shares are a suitable investment. Specifically, the aggr...
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Representation by Company. Company represents that (i) the execution of this Agreement and the provisions herein have been duly authorized by Company, including, where necessary, by the Board and the Committee, (ii) the execution, delivery and performance of this Agreement does not violate any law, regulation, order, decree, agreement, plan or corporate governance document of or applicable to Company, and (iii) upon the execution and delivery of this Agreement, it shall be the valid and binding obligation of Company enforceable in accordance with its terms.
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Representation by Company. Company represents to Grantor that neither it, nor its officers, agents, employees or any other Person acting under its control or on its behalf has authorized or exerted or caused to be authorized or exerted any undue influence in furtherance of or to obtain the award of this Franchise Agreement, including any undue political influence, or has performed or authorized or caused to be performed or authorized any unlawful act in furtherance of or to obtain the award of this Franchise Agreement. A breach of the representations contained herein shall constitute a substantial violation of this Franchise Agreement, and shall entitle Grantor to terminate this Franchise Agreement for cause.
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Representation by Company. The Company represents and warrants to the Director that the execution, delivery and performance by the Company of this Agreement and the Option Agreements have been duly authorized by all necessary corporate action on the part of the Corporation to make this Agreement and the Option Agreements valid and binding upon the Company in accordance with their respective terms,
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Representation by Company. Colony Capital FV represents and warrants to the Trust that the Shares are being acquired for investment for its own account and not on behalf of any other person or persons and not with a view to, or for sale in connection with, any public distributions thereof. Colony Capital FV is purchasing the Shares in order to provide seed capital for the Trust prior to the commencement of the public offering of its shares. Colony Capital FV has either consulted its own investment advisor, attorney or accountant about the investment and proposed purchase of Shares and its suitability to it or chosen not to do so, despite the recommendation of that course of action by the Trust. Colony Capital FV has received a copy of the forms of the Second Amended Declaration of Trust and Amended and Restated Bylaws of the Trust, as well as a copy of the Registration Statement on file with the Securities and Exchange Commission, and understands the risks of, and other considerations relating to, a purchase of Shares. Colony Capital FV (i) is knowledgeable and experienced with respect to the financial, tax and business aspects of the ownership of Shares and of the business contemplated by the Trust and is capable of evaluating the risks and merits of purchasing Shares and, in making a decision to proceed with this investment, has not relied upon any representations, warranties or agreements, other than those set forth in this Agreement and (ii) can bear the economic risk of an investment in the Trust for an indefinite period of time, and can afford to suffer the complete loss thereof. Colony Capital FV has been given access to, and prior to the execution of this Agreement was provided with an opportunity to ask questions of, and receive answers from, the Trust or any of its principals concerning the terms and conditions of the offering of Shares, and to obtain any other information which Colony Capital FV and its investment representative(s) and professional advisor(s) requested with respect to the Trust and the investment in the Trust by Colony Capital FV in order to evaluate Colony Capital FV's investment and verify the accuracy of all information furnished to Colony Capital FV regarding the Trust. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to be satisfactory. Colony Capital FV has evaluated the risks involved in investing in the Shares and has determined that the Shares are a suitable investment. Specifically, ...
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Representation by Company. Company represents to Executive that ------------------------- Company is in material compliance with all financial reporting requirements under the securities laws and is not aware of any material misstatement in any financial document that has been publicly issued or filed with the U.S. Securities and Exchange Commission prior to the Effective Date. Company shall indemnify and hold harmless Executive for any damages or liability that Executive may incur as a result of any non-compliance by Company of any financial reporting requirements whether or not related to a breach by Company of this representation.
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Representation by Company. The Company represents and warrants that as of the date of this Release Agreement, the Company’s Chief Executive Officer, Chief Legal Officer, and Chief Human Resources Officer have no actual knowledge, with no duty to inquire, of any claims, charges, violations, liabilities, or causes of action of whatsoever kind, (“Company Claims”) that the Company may have against you except to the extent the Company has provided you with prior written notice of a Company Claim. [Signatures appear on the following page.]
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Representation by Company. Company further represents and warrants to University that, to its knowledge, use of the Platform by University or Instructors will not infringe the Intellectual Property Rights of a third party.
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Representation by Company. Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representation contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.
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Related to Representation by Company

  • Representations by Company Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.

  • Representation by Counsel Each Party hereby represents that it has had the opportunity to be represented by legal counsel of its choice in connection with the negotiation and execution of this Agreement.

  • Representation by Engineer The Engineer represents that its firm has no conflict of interest that would in any way interfere with its or its employees’ performance of services for the department or which in any way conflicts with the interests of the department. The Engineer further certifies that this agreement is not barred because of a conflict of interest pursuant to Texas Government Code, Section 2261.252, between it and the State. Specifically, the Engineer certifies that none of the following individuals, nor any or their family members within the second degree of affinity or consanguinity, owns 1% or more interest, or has a financial interest as defined under Texas Government Code, Section 2261.252(b), in the Engineer: any member of the Texas Transportation Commission, TxDOT’s Executive Director, General Counsel, Chief of Procurement and Field Support Operations, Director of Procurement, or Director of Contract Services. The firm shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the department's interests.

  • Representation by the Holder The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

  • Representations and Warranties by Executive The Executive represents and warrants that he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Executive’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements.