Representations and Warranties and Covenants Clause Samples
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Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacit...
Representations and Warranties and Covenants. 9.1. The Company hereby, jointly and severally, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the Issue, the following that:
9.1.1. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject.
9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents.
9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein.
9.1.4. The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange have been obtained.
9.2. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that:
(i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof;
(ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does...
Representations and Warranties and Covenants. 7.1 Each Party represents and warrants to the other that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement.
7.2 As of the Effective Date, IDC represents and warrants to MedImmune that:
(a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses;
(b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party.
(c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory;
(d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements;
(e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained;
(f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC;
(g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights...
Representations and Warranties and Covenants. Each Covered Person severally represents and warrants or agrees, as applicable, for himself that:
(a) Such Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) good, valid and marketable title to the shares of Common Stock subject to the transfer restrictions in Section 6.1, if applicable, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, an agreement with APAM by which such Covered Person is bound and to which the shares of Common Stock are subject or as permitted by the policies of APAM in effect from time to time;
(b) Such Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) the right to vote pursuant to Section 2.1 of this Agreement all shares of Common Stock of which the Covered Person is the Sole Beneficial Owner; and
(c) If the Covered Person is not a natural person:
(i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person’s formation;
(ii) such Covered Person has full right, power and authority to enter into and perform this Agreement;
(iii) the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Covered Person;
(iv) the Person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so;
(d) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles);
(e) neither the execution and delivery of this Agreement by such Covered Person nor the consummation of the transactions contemplated herein conflicts with or results in a breach of any of the terms, conditions or provisions of any agreement or instrument to which such Covered Person is a party or by which the assets of such Covered Person are bound (including without limitation the organizational documents of such Covered Person, if suc...
Representations and Warranties and Covenants. To induce Agent and Lenders to enter into this Amendment, Borrower, Holdings and Parent Entity, jointly and severally, hereby represent and warrant to Agent and each Lender as follows:
4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Agreement are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Regulatory Trigger Event, Default Trigger Event, First Payment Default Trigger Event, Default or Event of Default has occurred and is continuing;
4.2 Each of Borrower, Holdings and Parent Entity has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement;
4.3 The execution and delivery by Borrower, Holdings and Parent Entity of this Amendment and the performance by Borrower, Holdings and Parent Entity of their respective obligations under the Loan Agreement have been duly authorized by all requisite action of such parties and have been duly executed and delivered by such parties;
4.4 The execution and delivery by Borrower, Holdings and Parent Entity of this Amendment and the performance by Borrower, Holdings and Parent Entity of their obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, Holdings or Parent Entity, except as already has been obtained or made; and
4.5 This Amendment has been duly executed and delivered by each of Borrower, Holdings and Parent Entity and is the binding obligation of each of Borrower, Holdings and Parent Entity, enforceable against each of Borrower, Holdings and Parent Entity in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity (whether in a proceeding at law or in equity).
Representations and Warranties and Covenants. 10 3.1. Generally.......................................................10 3.2.
Representations and Warranties and Covenants. Each of (i) the representations and warranties of each Purchaser contained in Section 4.1, Section 4.2, Section 4.3, and Section 4.12 in this Agreement shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), and (ii) the other representations and warranties of each Purchaser contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality”, shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of such Purchaser to consummate the transactions contemplated by this Agreement. Each Purchaser shall have complied in all material respects with all of its obligations under this Agreement. Each Purchaser shall have provided to the Company a certificate delivered by an executive officer of the managing member of such Purchaser, acting in his or her official capacity on behalf of such Purchaser, to the effect that the conditions in this clause (c) have been satisfied as of the Closing Date.
Representations and Warranties and Covenants. (a) Representations and Warranties of CCI, SGIC and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant that:
(i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances.
(ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding.
(iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates.
(iv) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of them.
(v) This Agreement is a valid and binding obligation of each ...
Representations and Warranties and Covenants. 9 4.1 GENERALLY ........................................................... 9 4.2
Representations and Warranties and Covenants. Each of the Borrowers hereby represents and warrants to the Administrative Agent and the Lenders as follows: