REPRESENTATIONS AND WARRANTIES OF AHC Clause Samples

The "Representations and Warranties of AHC" clause sets out the specific statements and assurances that AHC (the party named) makes to the other party in the agreement. These representations typically cover matters such as AHC’s authority to enter into the contract, its legal status, compliance with laws, and the accuracy of information provided. For example, AHC may confirm it is duly organized, has obtained necessary approvals, and that no undisclosed liabilities exist. The core function of this clause is to allocate risk by ensuring that AHC is legally bound to the truthfulness of its statements, providing the other party with a basis for recourse if any representation proves false.
REPRESENTATIONS AND WARRANTIES OF AHC. AHC hereby represents and warrants to the Legacy Owners and the Quartz Parent Entities that the statements set forth in this Article II are true and correct as of the date hereof and shall be true and correct as of the Phase 1 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended prior to the Phase 1 Closing Date pursuant to Section 8.1(a)(iii). In addition, AHC agrees that it shall restate its representations and warranties to the Legacy Owners and Quartz Parent Entities that the applicable statements set forth in this Article II are true and correct as of each of the Phase 2 Closing Date and the Phase 3 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended prior to the Phase 2 Closing Date and Phase 3 Closing Date, as applicable, pursuant to Section 8.1(a)(iii).
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REPRESENTATIONS AND WARRANTIES OF AHC. Subject to disclosures and information contained in the AHC Disclosure Letter, Parent, AHC and Merger Subs, jointly and severally represent and warrant to Parascript as follows:
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REPRESENTATIONS AND WARRANTIES OF AHC a. AHC represents and warrants that: AHC is the lawful owner of record and beneficially owns the LTC Shares; the LTC Shares are so owned by AHC free and clear of all security interests, liens, encumbrances, claims and equities of every kind, except as created by this Agreement; and the LTC Shares are duly authorized, validly issued and outstanding, fully paid and nonassessable. b. AHC represents and warrants that AHC is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. AHC represents and warrants that AHC has full legal power, authority and capacity to execute, deliver and perform this Agreement, to transfer and convey the LTC Shares and to deliver certificates representing the LTC Shares, and now has, and at the respective closing will have, full legal power to sell the LTC Shares to VRDT and accept the VRDT Shares from VRDT in exchange therefor in accordance with this Agreement. Without limiting the generality of the foregoing, AHC represents and warrants that: no authorization, consent or approval or other order or action of or filing or registration with any court, administrative agency, or other governmental or regulatory body or authority is required for the execution and delivery by AHC of this Agreement or AHC’s consummation of the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by AHC and constitutes the valid and binding obligation of AHC, enforceable in accordance with their terms, except as limited by bankruptcy, reorganization, insolvency, moratorium and similar laws presently or hereafter in effect affecting the enforcement of creditors’ rights generally; and delivery of the LTC Shares at the Closing in accordance with this Agreement will vest good title to the LTC Shares being transferred and sold by AHC hereunder in VRDT, free and clear of all security interests, liens, encumbrances, claims and equities of every kind other than restrictions on disposition contained in applicable federal and state securities laws. c. AHC represents and warrants that neither the execution and delivery of this Agreement by AHC nor the consummation by AHC of the transactions contemplated hereby will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation of a lien or encumbrance on the LTC Shar...
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REPRESENTATIONS AND WARRANTIES OF AHC. AHC hereby represents and warrants, to the Company and each Member, with the intentions that the Members shall rely thereon in performing hereunder, as follows: 9
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REPRESENTATIONS AND WARRANTIES OF AHC. AHC represents and warrants to the Sellers that the statements contained in this Section 2(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 2(b)), except as set forth in the disclosure schedule delivered by AHC to AG and each Seller on the date hereof and initialed by the Parties (the "AHC Disclosure Schedule"). The AHC Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 2(b).
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Related to REPRESENTATIONS AND WARRANTIES OF AHC

  • 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 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 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: