REPRESENTATIONS AND WARRANTIES OF CHAMPION Clause Samples

The "Representations and Warranties of Champion" clause sets out the specific statements of fact and assurances that Champion makes to the other party in the agreement. These may include confirmations about Champion’s authority to enter into the contract, the accuracy of its financial statements, compliance with laws, or the absence of pending litigation. By providing these representations and warranties, Champion allocates risk and builds trust, as any false statement could give rise to remedies such as contract termination or claims for damages, thereby ensuring transparency and accountability in the transaction.
REPRESENTATIONS AND WARRANTIES OF CHAMPION. Except as set forth in the disclosure schedule delivered by CHAMPION to OICco at the time of execution of this Agreement (the “CHAMPION Disclosure Schedule”), CHAMPION represents and warrants to OICco as follows:
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REPRESENTATIONS AND WARRANTIES OF CHAMPION. Champion hereby represents and warrants to Fletcher on each Closing Date, as follows: (▇) Champion has been duly incorporated and is validly existing in good standing under the laws of Michigan or, after the Initial Closing Date, if another entity has succeeded Champion in accordance with the terms hereof, under the laws of one of the states of the United States. (b) The execution, delivery and performance of this Agreement, the Certificate of Rights and Preferences and the Warrant (including the authorization, sale, issuance and delivery of the Investment Securities) have been duly authorized by all requisite corporate action and no further consent or authorization of Champion, its Board of Directors or its shareholders is required, except as otherwise contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by Champion and, when this Agreement is duly authorized, executed and delivered by Fletcher, will be a valid and binding agreement enforceable a▇▇▇▇▇▇ ▇hampion in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The issuance of the Investment Securities are not and will not be subject to any preemptive right or rights of first refusal that have not been properly waived or complied with. (d) Champion has full corporate power and authority necessary to (i) own and operate its properties and assets, execute and deliver this Agreement, (ii) perform its obligations hereunder and under the Certificate of Rights and Preferences and the Warrant (including, but not limited to, the issuance of the Investment Securities) and (iii) carry on its business as presently conducted and as presently proposed to be conducted. Champion and its subsidiaries are duly qualified and are authorized to do business and are in good standing as foreign corporations in all jurisdictions in which the nature of their activities and of their properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the business affairs, assets, results of operations or prospects of Champion and its subsidiaries, taken as a whole. Set forth on Schedule 4(d) attached hereto, is a complete list of all subsidiaries of Champion as of the date hereof. (e) No consent, approval, authorization or or...
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REPRESENTATIONS AND WARRANTIES OF CHAMPION. Except as set forth in the schedules to this Agreement, disclosure in any one of which shall apply to any and all representations and warranties made in this Agreement, and except as otherwise disclosed in writing to ePhone and Merger Sub, Champion hereby represents and warrants to ePhone and Merger Sub, as of the date of this Agreement and as of the Effective Time, as follows:
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REPRESENTATIONS AND WARRANTIES OF CHAMPION. As of the date hereof and as of the Closing Date, except as disclosed in the Schedules, Champion represents and warrants to WJHC the following:
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REPRESENTATIONS AND WARRANTIES OF CHAMPION. Section 3.01 Organization, Standing and Power Section 3.02 Capitalization Section 3.03 Authority for Agreement Section 3.04 Subsidiaries Section 3.05 Lifetime Agreements Section 3.06 No Undisclosed Liabilities Section 3.07
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Related to REPRESENTATIONS AND WARRANTIES OF CHAMPION

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • 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: