REPRESENTATIONS AND WARRANTIES BY Sample Clauses

REPRESENTATIONS AND WARRANTIES BY represents and warrants that (a) all documentation provided by **** to Lannett about the Products will be complete and accurate in all respects: and (b) it will notify Lannett promptly in case of any changes in the manufacture, processing or storage of the Products necessary to comply with applicable laws or the terms of any FDA approval.

REPRESENTATIONS AND WARRANTIES BY. CEA HOLDING 5.1 Organization and Credit

REPRESENTATIONS AND WARRANTIES BY. GUPTA to UPS GUPTA hereby represents and warrants to and for the benefit of UPS that (i) the Programs, and the exercise by UPS and it Distributors and End Users of the license rights granted by GUPTA to UPS under this Agreement, shall not infringe any patent, copyright, trade secret or any other proprietary right of any third party (except to the extent that such infringement is caused by the use by UPS, its Distributors or End Users by software or other material not provided by GUPTA hereunder), (ii) GUPTA and/or to the best of GUPTA's knowledge its licensors owns all right, title and interest in and to the Programs, free and clear of all liens, security interests, charges or encumbrances by third parties; and (iii) GUPTA has full right, power and authority to enter into this Agreement and to carry out its obligations hereunder.

REPRESENTATIONS AND WARRANTIES BY. FUR - FUR represents and warrants to each of BT and HKB as follows and acknowledges and confirms that they are relying on such representations and warranties in connection with the transactions contemplated hereby: (a) FUR is a business trust duly formed and validly existing under the laws of the State of Ohio and has all necessary power and authority to own or lease its property, to enter into this Agreement and the Security Trust Indenture and to perform its obligations hereunder and thereunder; (b) all necessary proceedings have been taken by FUR to enable it to enter into this Agreement and the Security Trust Indenture and to perform its obligations hereunder and thereunder; (c) the execution and delivery of this Agreement and the Security Trust Indenture by FUR and the consummation of the transactions contemplated hereby and thereby will not, with or without the giving of notice, lapse of time or both, breach or violate any of the provisions of, constitute a default under, conflict with or cause the acceleration of any obligation of FUR under: (i) the Security Trust Indenture, as amended, or any resolution of the board of trustees (or any committee thereof) of FUR; (ii) any agreement to which FUR is a party or by which it is bound; (iii) any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over FUR; or (iv) any applicable law, statute, ordinance, regulation or rule; (d) each of this Agreement and the Security Trust Indenture has been duly executed and delivered by FUR and is a legal, valid and binding obligation of FUR, enforceable against FUR by BT and HKB in accordance with its terms; (e) there is no requirement for FUR to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority nor is the consent or approval of any other third party required as a condition to the lawful consummation by FUR of the transactions contemplated by this Agreement or the Security Trust Indenture; and (f) the execution of this Agreement, the Security Trust Indenture and the Amended and Restated Credit Agreement and the completion of the transactions contemplated thereby will not affect the qualification of FUR as a "real estate investment trust" under the Internal Revenue Code of 1986, as amended.

REPRESENTATIONS AND WARRANTIES BY. FDB FDB hereby represents and warrants to BIF that the following are true and correct as of the date hereof, and will be true and correct as of the Effective Time:

REPRESENTATIONS AND WARRANTIES BY signing this Agreement, the Equity Right Holder also represents and warrants that: (i) the Equity Right Holder is the owner, beneficially and of record, of the 2018 Warrant Right set forth in the description of the 2018 Warrant Right on Exhibit A attached hereto, free and clear of any Liens or any restrictions on transfer (other than any restrictions under the Securities Act of 1933, as amended, and state securities laws). Except for this Agreement, the 2018 Warrant Right and any Company Stock, Options, Warrants or Convertible Notes held by the Equity Right Holder (in respect of which the Equity Right Holder has delivered or shall deliver a duly executed Letter of Transmittal, Option Cancellation Agreement, Warrant Cancellation Agreement or Convertible Note Cancellation Agreement, as applicable), held by the Equity Right Holder, the Equity Right Holder is not a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any securities of the Company; (ii) the description of the 2018 Warrant Right set forth in Exhibit A is correct and complete and represents all of the outstanding warrants owned or held by the Equity Right Holder as of the date of this Agreement, and the Equity Right Holder does not own or have any right to any other warrant, and that the Equity Right Holder has not exercised any warrant prior to the date hereof; (iii) the Equity Right Holder has not exercised or sold, transferred, assigned, pledged or otherwise disposed of any interest in the 2018 Warrant Right (including with respect to any equity purchasable upon exercise of the 2018 Warrant Right), and the 2018 Warrant Right (including with respect to any equity purchasable upon exercise of the 2018 Warrant Right) is not subject to any encumbrance, restriction on transfer, claim, lien, pledge, option, charge, security interest, defect of title or other similar right of any third party, whether arising by operation of law or otherwise; (iv) the Equity Right Holder has the full right, power, authority and legal capacity to execute and deliver this Agreement and the other Transaction Documents to which it is party, to consummate the transactions contemplated hereby and thereby and to perform his, her or its obligations hereunder and under the Merger Agreement and the other Transaction Documents, and assuming due authorization, execution and delivery by the other parties thereto, this Agreement and the other Trans...

REPRESENTATIONS AND WARRANTIES BY. SRL, SEI AND NOVERGAZ --------------------- 13.1 Each of SRL, SEI and NOVERGAZ represents and warrants that to the best of such party's knowledge, information and belief, following reasonable inquiry, and subject to the provisions of the contracts and arrangement listed on Schedule 5.1 (c) attached to this Succession Agreement, (i) it has good and marketable title to the interests in the Partnership which it is conveying pursuant to this Succession Agreement; (ii) that said interests are free and clear of restrictions on, or conditions to, transfer and are free and clear of mortgages, liens, privileges, charges, encumbrances, equities, claims, covenants, conditions or restrictions, of any kind, created by, through or under such party or Sceptre Power Company; and (iii) that it has the absolute right and power to convey said interests to HORIZON, without seeking the approval of any person or entity not a party to this Succession Agreement.

REPRESENTATIONS AND WARRANTIES BY hereby represents and warrants that (a) it is a validly formed entity in good standing in its state of formation; (ii) it is qualified to do business in the state in which the NETWORK is located; (iii) it has obtained all consents required to enter into this Agreement; (iv) it has full right and authority to execute and enter into this Agreement and to perform the obligations imposed upon it without the consent of any other party; (v) it has full right and authority to execute and enter into this Agreement and to perform the obligations imposed upon it without the consent of any other party; (iv) the execution and performance of this Agreement will not violate any Applicable Law or the provisions of any agreement to which it is bound; and (v) there are no agreements with any party (other than the County) for the operation of the NETWORK. Further, each of the persons executing this Agreement on behalf of does hereby warrant that such person signing on behalf of is authorized to do so.

REPRESENTATIONS AND WARRANTIES BY. EACH BORROWER AND EACH EXPORT LESSEE) and Clause 7.3 (BORROWER COVENANT). If an Alternative Borrower is directly or indirectly owned by a person other than a Guarantor, such Alternative Borrower shall be managed by an established and recognised management company on terms substantially similar to the Administration Agreements.