Representations and Warranties of Ashland Sample Clauses

The "Representations and Warranties of Ashland" clause sets out the specific statements and assurances that Ashland makes regarding its status, authority, operations, and other relevant matters in the context of the agreement. Typically, this clause will detail facts such as Ashland's legal existence, its power to enter into the contract, compliance with laws, and the accuracy of financial statements or disclosures. By providing these representations and warranties, Ashland assures the other party of certain key facts, thereby allocating risk and establishing a basis for potential remedies if any of the statements prove to be false or misleading.
Representations and Warranties of Ashland. Ashland hereby represents and warrants to HoldCo that, as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (except to the extent any such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except as set forth in the letter referencing this Agreement, dated as of the date of this Agreement, from Ashland to HoldCo (the "Maleic Business Disclosure Letter"):
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Representations and Warranties of Ashland. Except as set forth in the Disclosure Schedules attached hereto (it being understood that any information set forth in one section or subsection of such Disclosure Schedules shall be deemed to apply to and to qualify the Section or subsection of this Agreement to which it corresponds in number and each other Section or subsection of this Agreement to the extent it is reasonably apparent that such information is relevant to such other Section or subsection), Ashland hereby represents and warrants to Buyer the following:
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Representations and Warranties of Ashland. AND SC Each of Ashland and SC hereby make the following representations and warranties to ASK or, as the case may be, the relevant Group Company as third party beneficiary with an own right, however, without an own right to claim (the "Ashland Warranties" and the "SC Warranties", respectively). For the avoidance of doubt, the Ashland Warranties are granted with respect to Ashland, the Ashland Business, the Ashland Transferred Business Assets (including the Ashland Transferred Shares, except for the Ashland ASAV Shares) and the respective Transferors of the Ashland Transferred Business Assets only and the SC Warranties are granted with respect to SC, the SC Business, the SC Transferred Business Assets (including the SC Transferred Shares, except for the SC ASAV Shares) and the respective Transferors of the SC Transferred Business Assets only and further, when the term "Transferred Business" is used in this ARTICLE VI, the Ashland Warranties are made only as to the Ashland Business and the SC Warranties are made only as to the SC Business and neither Ashland nor SC makes any warranty with respect to the AS-Group Business. The Ashland Warranties and the SC Warranties form an independent guarantee within the meaning of Section 311 (1) German Civil Code irrespective of any fault of Ashland or SC, as the case may be. The statements set forth herein are true and correct on the Signing Date, the Closing Date and, to the extent applicable, on the Local Closing Date, provided, however, that (a) representations which are expressly made as of another specific date need to be true and correct as of such date only; (b) representations which address any specific circumstances or facts do not allow recourse to a general representation; and 45
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Representations and Warranties of Ashland. Ashland hereby represents and warrants to Marathon and to the Company as follows:
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Related to Representations and Warranties of Ashland

  • 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:

  • 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 ▇▇▇▇ ▇▇▇▇ 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: