REPRESENTATIONS AND WARRANTIES OF ABB Clause Samples

The "Representations and Warranties of ABB" clause sets out specific statements and assurances made by ABB regarding its authority, capacity, and the accuracy of information relevant to the agreement. Typically, this clause covers matters such as ABB's legal standing, ownership of assets, compliance with laws, and absence of undisclosed liabilities. By including these representations and warranties, the clause provides the other party with confidence in ABB's ability to fulfill its obligations and helps allocate risk by allowing remedies if any statements prove untrue.
REPRESENTATIONS AND WARRANTIES OF ABB. ABB represents and warrants to Purchaser, as of the date of this Agreement and as of the Closing Date, as follows; provided, however, that, solely with respect to Purchaser's indemnification rights under Article 9, the Measurement Date Representations and Warranties instead shall be deemed to be made only as of the date of this Agreement and as of the Measurement Date.
REPRESENTATIONS AND WARRANTIES OF ABB. Except as disclosed in this Agreement, the Schedules, the Exhibits or in the disclosure schedules delivered by ABB to Buyer prior to the execution of this Agreement (the "ABB DISCLOSURE SCHEDULE"), ABB represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF ABB. ABB represents and warrants to Purchaser that the following statements are true and correct:
REPRESENTATIONS AND WARRANTIES OF ABB. SECTION 3.01. Organization and Authority of ABB and the Sellers
REPRESENTATIONS AND WARRANTIES OF ABB. The representations and warranties of ABB set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except: (i) as otherwise contemplated by this Agreement, or (ii) in respects that do not have a material adverse effect on the Business Condition of Company. Buyer shall have received a certificate signed on behalf of Company by an authorized officer to such effect on the Closing Date.
REPRESENTATIONS AND WARRANTIES OF ABB. 25 5.1. Organization..................................................25 5.2. Authority.....................................................25 5.3. Capital Stock.................................................26 5.4.
REPRESENTATIONS AND WARRANTIES OF ABB. As an inducement to Purchaser to enter into this Agreement, ABB hereby represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF ABB. 5.1. Organization 5.2. Authority 5.3. Capital Stock 5.4. Subsidiaries and Branch Offices 5.5. Financial Information 5.6. Compliance with Law 5.7. Personal Property 5.8. Real Property 5.9. Intellectual Property 5.10. Contracts 5.11. Employees 5.12. Employee Benefit Plans 5.13. Taxes 5.14. Litigation 5.15. Environmental Matters 5.16. Insurance 5.17. Agents 5.18. Accounts with Financial Institutions 5.19. Continuing Business Relationships 5.20. Brokers 5.21. Solvency 5.22. Alstom Instruments

Related to REPRESENTATIONS AND WARRANTIES OF ABB

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows: