REPRESENTATIONS AND WARRANTIES OF ALLOY Sample Clauses

REPRESENTATIONS AND WARRANTIES OF ALLOY. As a material inducement to MLF to enter into this Agreement and cause the MLF Funds to subscribe for the Rights, Alloy hereby represents and warrants that:
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REPRESENTATIONS AND WARRANTIES OF ALLOY. Alloy makes the following representations and warranties, which are true, correct and complete in all respects on the date hereof and shall be true, correct and complete on the Closing Date, subject to the exceptions set forth on the Disclosure Schedule attached hereto: (a) Alloy has been duly incorporated and is validly existing in good standing under the laws of Delaware. (b) The execution, delivery and performance of this Agreement and the Warrant (including the authorization, sale, issuance and delivery of the Investment Securities) have been duly authorized by all requisite corporate action on the part of Alloy and no further consent or authorization of Alloy, its Board of Directors or its stockholders is required, except as otherwise contemplated by this Agreement. (c) This Agreement and the Warrant have been duly executed and delivered by Alloy and, when this Agreement and the Warrant are duly authorized, executed and delivered by Investor, will be valid and binding agreements enforceable against Alloy in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The issuance of the Investment Securities is not and will not be subject to any preemptive right or rights of first refusal that have not been properly waived or complied with. (d) Alloy has full corporate power and authority necessary to (i) own and operate its properties and assets, (ii) execute and deliver this Agreement and the Warrant, (iii) perform its obligations hereunder and thereunder (including, but not limited to, the issuance of the Investment Securities) and (iii) carry on its business as presently conducted and as presently proposed to be conducted. Alloy and its subsidiaries are duly qualified and are authorized to do business and are in good standing as foreign corporations in all jurisdictions in which the nature of their activities and of their properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on (i) the business affairs, assets, results of operations or prospects of Alloy and its subsidiaries, taken as a whole (a "Material Adverse Effect") or (ii) the transactions contemplated by, or Alloy's ability to perform under, this Agreement o...
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REPRESENTATIONS AND WARRANTIES OF ALLOY. Alloy represents and warrants to CASS as follows:
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REPRESENTATIONS AND WARRANTIES OF ALLOY. The representations and warranties of Alloy set forth in Section 3.3 hereof shall be true and correct in all material respects (except for any representation or warranty that by its terms is qualified by materiality, in which case it shall be true and correct in all respects) as of the Effective Time (excluding any representation or warranty that refers specifically to "the date of this Agreement, "the date hereof" or any other date other than the Effective Time) as though made on and as of the Effective Time, and the Company shall have received a certificate signed by the Chief Executive Officer or President of Alloy to that effect.
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REPRESENTATIONS AND WARRANTIES OF ALLOY. Alloy represents and warrants to the Seller as follows:
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REPRESENTATIONS AND WARRANTIES OF ALLOY. Alloy hereby represents and warrants to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF ALLOY. Alloy hereby represents and warrants to LDI and LDI Sub as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF ALLOY

  • 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: