REPRESENTATIONS AND WARRANTIES OF AMID Sample Clauses

REPRESENTATIONS AND WARRANTIES OF AMID. AMID represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF AMID. AMID hereby represents and warrants to the Supporting Party that (a) it is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware and (b) the execution and delivery of this Agreement by AMID and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of AMID GP in its capacity as general partner of AMID.
REPRESENTATIONS AND WARRANTIES OF AMID. Section 3.1 Existence 5 Section 3.2 Purchased Units; Capitalization 5 Section 3.3 No Conflict 5 Section 3.4 No Default 6 Section 3.5 Authority 6 Section 3.6 Approvals 6 Section 3.7 Compliance with Laws 6 Section 3.8 Due Authorization 6 Section 3.9 Valid Issuance; No Options or Preemptive Rights of Units 7 Section 3.10 Periodic Reports 7 Section 3.11 Litigation 7 Section 3.12 No Material Adverse Change 8 Section 3.13 Certain Fees 8 Section 3.14 No Registration 8 Section 3.15 No Integration 8 Section 3.16 Investment Company Status 8 Section 3.17 Form S-3 Eligibility 8
REPRESENTATIONS AND WARRANTIES OF AMID. The representations and warranties set forth in Sections 4.1, 4.2, and 4.7 that include any materiality or AMID Material Adverse Effect qualifiers will be true and correct in all respects both as of the Execution Date and as of the Closing Date as if remade thereon and (ii) that do not include any materiality or AMID Material Adverse Effect qualifiers will be true and correct in all material respects as of the Execution Date and as of the Closing Date as if remade thereon (except in each case of each of clauses (i) and (ii) to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date). The representations and warranties set forth in Section 4.3 shall be true and correct in all respects, other than immaterial inaccuracies, both as of the Execution Date and the Closing Date as if remade thereon (except in each case to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date). All other representations and warranties of the AMID Entities contained in Article IV of this Agreement will be true and correct in all respects (without regard to any qualification as to materiality or AMID Material Adverse Effect) both as of the Execution Date and the Closing Date as if remade thereon (except in each case to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date), except to the extent the failure of such representations and warranties to be so true and correct has not had, in the aggregate, a AMID Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF AMID. AMID represents and warrants to the Holder as of the Execution Date and each Issuance Date as follows:
REPRESENTATIONS AND WARRANTIES OF AMID. Section 3.1 Existence 5 Section 3.2 Purchased Units; Capitalization 6
REPRESENTATIONS AND WARRANTIES OF AMID. AMID hereby represents and warrants to HPIP as follows:

Related to REPRESENTATIONS AND WARRANTIES OF AMID

  • 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:

  • 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.