REPRESENTATIONS AND WARRANTIES OF BIG PLANET Sample Clauses

The "Representations and Warranties of Big Planet" clause sets out the specific statements of fact and assurances that Big Planet makes to the other party at the time of entering into the agreement. These may include confirmations about Big Planet’s legal status, authority to enter the contract, ownership of assets, compliance with laws, or absence of undisclosed liabilities. By providing these representations and warranties, Big Planet 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.
REPRESENTATIONS AND WARRANTIES OF BIG PLANET. As a material inducement to I-Link to enter into this Agreement and with the acknowledgement and understanding that I-Link is relying on the accuracy of these representations and warranties in determining the feasibility of entering into this Agreement, Big Planet hereby represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF BIG PLANET. Big Planet represents and warrants to each of BP Holdings and Nu Skin Enterprises that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be true and correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5), except as set forth in the disclosure schedule attached to this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the numbered paragraphs contained in this Section 5 and as referenced in Sections 8.1.4 and 10.11 below. Nu Skin Enterprises and BP Holdings shall have the right to rely on the following representations and warranties notwithstanding any investigation or inquiry conducted by them relating to the business of Big Planet and no such investigation shall limit or in any way restrict the indemnification obligations of Nu Skin USA, King, Doman, or Ricks under Sectio▇ ▇▇.8 below.
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REPRESENTATIONS AND WARRANTIES OF BIG PLANET. As a material inducement to I-Link to enter into this Agreement and with the acknowledgement and understanding that I-Link is relying on the accuracy of these representations and warranties in determining the feasibility of entering into this Agreement, Big Planet hereby represents and warrants as follows: NOTE: WHERE USED IN THIS EXHIBIT, [***] INDICATES MATERIAL WHICH HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WHICH HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Related to REPRESENTATIONS AND WARRANTIES OF BIG PLANET

  • 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 Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows: