Representations and Warranties of AWA Clause Samples

The "Representations and Warranties of AWA" clause sets out the specific statements of fact and assurances that AWA, as a party to the agreement, affirms to be true at the time of signing. These may include assertions about AWA's legal authority to enter into the contract, its financial condition, compliance with laws, or ownership of assets relevant to the transaction. By providing these representations and warranties, AWA gives the other party confidence in the accuracy of key information, thereby allocating risk and establishing grounds for remedies if any statements are later found to be false or misleading.
Representations and Warranties of AWA. AWA represents and warrants as of the Closing Date and as of each Delivery Date as follows:
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Representations and Warranties of AWA. 6 Section 2.02
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Representations and Warranties of AWA. AWA represents and warrants to Holdings that: (a) AWA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery by AWA of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of AWA and no other corporate proceedings or approvals on the part of AWA are necessary to authorize this Agreement; (c) this Agreement has been duly executed and delivered by AWA and constitutes the legal, valid and binding obligation of AWA, enforceable against AWA in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles; (d) except for routine filings, no consents, approvals or authorizations of any governmental authority and no notifications, filings or registrations to or with any governmental authority or any other person or entity is or will be necessary for the valid execution and delivery by AWA of this Agreement, or the enforceability hereof, other than those which have been obtained or made and are in full force and effect; and (e) the execution and delivery by AWA of this Agreement and the consummation of the transactions contemplated hereby do not and shall not, by the lapse of time, the giving of notice or otherwise, (i) constitute a violation of any law, statute, rule or regulation, (ii) constitute a breach or violation of any provision contained in its Certificate of Incorporation or Bylaws or (iii) constitute a breach of any provision contained in, or a default under, any consent, approval or authorization of any governmental authority or any writ, injunction, order, judgment or decree of any governmental authority or any contract or agreement to which AWA is a party or by which AWA or its assets and properties is bound or affected, other than such violations, breaches and defaults which would not have a material adverse effect on AWA and its subsidiaries, taken as a whole.
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Related to Representations and Warranties of AWA

  • 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that: