REPRESENTATIONS AND WARRANTIES OF APPLE Sample Clauses

The "Representations and Warranties of Apple" clause sets out the specific statements and assurances that Apple makes regarding its authority, capacity, and the accuracy of information provided in the agreement. Typically, this clause will confirm that Apple is duly organized, has the legal right to enter into the contract, and that all information it has provided is true and not misleading. By including these representations and warranties, the clause helps ensure that the other party can rely on Apple's statements, thereby reducing the risk of misrepresentation and providing grounds for recourse if any of the assurances prove to be false.
REPRESENTATIONS AND WARRANTIES OF APPLE. Apple represents and warrants to Sailfish and New Sailfish as follows:
View SourceView Similar (3)
REPRESENTATIONS AND WARRANTIES OF APPLE. 32 Section 5.02 Organization; Power...................................
View SourceView Similar (3)
REPRESENTATIONS AND WARRANTIES OF APPLE. Apple hereby represents and warrants to Cornerstone as follows: (a) Apple has full legal right, power and authority to enter into this Share Purchase Option Agreement and the Registration Rights Agreement referred to in Section 7 hereof, and to consummate the transactions contemplated herein and therein. This Share Purchase Option Agreement has been, and the Registration Rights Agreement referred to in Section 7 hereof will be, duly authorized by all necessary corporate action, and each will constitute the valid and binding obligation of Apple, enforceable in accordance with their respective terms. (b) The Common Shares have been validly authorized and, when issued to Cornerstone, will be duly and validly issued, fully paid, nonassessable and free of preemptive or similar rights. Authorized and unissued Common Shares sufficient to satisfy Apple's obligation to issue such shares to Cornerstone shall at all times be reserved by Apple. (c) Assuming the accuracy of the representations of Cornerstone set forth in Section 5 hereof, (i) the Common Shares will have been issued, offered and sold to Cornerstone in compliance with all applicable laws (including, without limitation, federal and state securities laws) and (ii) each consent, approval, authorization, order, license, certificate, permit, registration, designation or filing by or with any governmental agency or body necessary for the valid authorization, issuance, sale and delivery of any Common Shares to Cornerstone, the execution, delivery and performance of this Agreement and the Registration Rights Agreement referred to in Section 7 hereof and the consummation by Apple of the transactions contemplated hereby and thereby has been made or obtained and is in full force and effect. (d) Neither the issuance, sale and delivery to Cornerstone by Apple of the Common Shares, nor the execution, delivery and performance of this Agreement and the Registration Rights Agreement referred to in Section 7 hereof, nor the consummation of the transactions contemplated hereby or thereby by Apple will conflict with or result in a breach or violation of any of the terms and provisions of, or (with or without the giving of notice or passage of time or both) constitute a default under, any agreement to which Apple is a party, the certificate of incorporation, bylaws of Apple, any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which Apple is a party or to which any of its pr...
View SourceView Similar (2)
REPRESENTATIONS AND WARRANTIES OF APPLE. Except as disclosed in (x) the Apple SEC Reports filed prior to the close of business on the Measurement Date or (y) the disclosure schedule (the “Apple Disclosure Schedule”) delivered by Apple to Parent and Hampton in connection with the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article V), Apple hereby represents and warrants to Parent and Hampton as follows:
View SourceView Similar (2)
REPRESENTATIONS AND WARRANTIES OF APPLE. (a) Apple Computer, Inc. is a corporation validly existing and in good standing under the laws of the State of California and has all corporate power and authority required to carry on its business as now conducted. (b) The execution, delivery and performance by Apple of this Agreement and the consummation by Apple of the transactions contemplated hereby are within the corporate powers of Apple and have been duly authorized by all necessary corporate action on the part of Apple. This Agreement constitutes a valid and binding agreement of Apple enforceable in accordance with its terms. (c) The execution, delivery and performance by Apple of this Agreement do not and will not contravene or conflict with the articles of incorporation or bylaws of Apple or any agreement to which Apple is a party or is bound. The execution, delivery and performance by Apple of this Agreement do not and will not contravene, conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Apple.
View Source
REPRESENTATIONS AND WARRANTIES OF APPLE. 10 Section 5.01 BY APPLE........................................ 10
View Source
REPRESENTATIONS AND WARRANTIES OF APPLE. Except as disclosed in (x) the Apple SEC Reports filed prior to the close of business on September 30, 2006 (the “Measurement Date”), but excluding any risk factor disclosure contained in any such Apple SEC Reports under the heading “Risk Factors” or “Cautionary Statements Regarding Forward-Looking Statements” or (y) the disclosure schedule (the “Apple Disclosure Schedule”) delivered by Apple to Parent and MergerSub in connection with the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article V), Apple hereby represents and warrants to Parent and MergerSub as follows:
View Source
REPRESENTATIONS AND WARRANTIES OF APPLE. Except (a) as set forth in the section or subsection of the Apple Disclosure Schedule corresponding to the particular section or subsection in this Article IV or in any other section or subsection of Article IV of the Apple Disclosure Schedule to the extent it is reasonably apparent on the face of such disclosure that it is applicable to qualify such representation and warranty and (b) as disclosed in any Apple SEC Document publicly filed since January 1, 2022 and twenty- four (24) hours prior to the date of this Agreement; provided, that in no event shall any information contained in any part of any Apple SEC Document entitled “Risk Factors,” “Forward-Looking Statements,” “Special Note Regarding Forward Looking Statements” or “Note Regarding Forward Looking Statements” or any other disclosures in any Apple SEC Document that are not statements of fact or are cautionary, predictive or forward-looking in nature be deemed to be a disclosure for purposes of or otherwise qualify any such representations and warranties; provided, further that this clause (b) will not apply to the representations and warranties contained in Section 4.01, Section 4.02, Section 4.05, Section 4.06, Section 4.26, Section 4.29 or Section 4.30, Apple hereby represents and warrants to Purchaser as set forth below:
View Source
REPRESENTATIONS AND WARRANTIES OF APPLE. 9 Section 5.01
View SourceView Similar (31)

Related to REPRESENTATIONS AND WARRANTIES OF APPLE

  • 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows: