REPRESENTATIONS AND WARRANTIES OF BHC Clause Samples

REPRESENTATIONS AND WARRANTIES OF BHC. BHC represents and warrants to Savia that:
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REPRESENTATIONS AND WARRANTIES OF BHC. BHC represents and warrants to each of the other Parties as follows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: (a) BHC is a corporation existing under the laws of the Province of British Columbia, has the requisite power and authority to enter into this Agreement and, subject to obtaining the requisite approvals contemplated by this Agreement, to perform its obligations under this Agreement; (b) Each of TC, TC Sub and Numberco are corporations existing under the federal laws of Canada, has the requisite power and authority to enter into this Agreement and, subject to obtaining the requisite approvals contemplated by this Agreement, to perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by BHC, TC, TC Sub and Numberco, as the case may be, have been duly authorized by the BHC Board or the board of directors of TC, TC Sub or Numberco, as the case may be, and does not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance): (i) result in the breach or violation of any of the provisions of, or constitute a default under: (A) any provision of its constating documents or by-laws or resolutions of the BHC Board (or any committee thereof) or the BHC Shareholders or those of the boards of directors or shareholders of TC, TC Sub and/or Numberco, as the case may be; (B) assuming compliance with the matters referred to in Section 2.1(e), any Applicable Law in respect of BHC, TC, TC Sub and/or Numberco, as the case may be; or (C) any other contract or agreement that is material to BHC or its Subsidiaries, considered as a whole; or (ii) give rise to any right of termination or acceleration of any material third party indebtedness of BHC or its Subsidiaries, or cause any such indebtedness to come due before its stated maturity; (d) this Agreement has been duly executed and delivered by each of BHC, TC, TC Sub and Numberco and is a legal, valid and binding obligation of BHC, TC, TC Sub and/or Numberco, as the case may be, enforceable against BHC, TC, TC Sub and/or Numberco, as the case may be, by each of the other Parties in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies and the enf...
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REPRESENTATIONS AND WARRANTIES OF BHC. BHC represents and warrants to GDC and BIWA that:
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REPRESENTATIONS AND WARRANTIES OF BHC. 13 4.1 Corporate Organization; Qualification.........................13 4.2
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REPRESENTATIONS AND WARRANTIES OF BHC. BHC hereby represents and warrants, as of the date hereof and as of the Closing Date, to Bio-En as follows:
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REPRESENTATIONS AND WARRANTIES OF BHC. BHC hereby represents and warrants to BancorpSouth as follows:
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REPRESENTATIONS AND WARRANTIES OF BHC. BHC represents and warrants to CHOICE that each of the following is true and accurate in all material respects:
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Related to REPRESENTATIONS AND WARRANTIES OF BHC

  • 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 Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.