Representations and Warranties of CIT Sample Clauses
The "Representations and Warranties of CIT" clause sets out the specific statements of fact and assurances that CIT, as a party to the agreement, affirms to be true at the time of signing. These may include assertions about CIT'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, CIT assures the other party of its reliability and the accuracy of key information, thereby reducing the risk of misunderstandings or misrepresentations that could affect the agreement's validity or execution.
Representations and Warranties of CIT. CIT hereby represents and warrants as follows:
(a) CIT (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and (ii) has the company or corporate power and authority to assume the obligations of the Corporation under the Indenture and to execute, deliver and perform this Third Supplemental Indenture.
(b) The execution, delivery and performance by CIT of this Third Supplemental Indenture and the assumption of the obligations of CIT Nevada under the Indenture (i) have been duly authorized by all necessary company action on its part, (ii) do not and will not contravene its certificate of incorporation or bylaws or the Indenture, any material law or any material contractual restriction binding on CIT or any of its material properties, and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon any of its material properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for the due execution, delivery and performance by CIT of this Third Supplemental Indenture or for its assumption of the obligations of CIT Nevada under the Indenture.
Representations and Warranties of CIT. CIT hereby represents and warrants as follows:
(a) CIT (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) has the power and authority to assume the obligations of CIT Nevada under the Credit Agreement and to execute, deliver and perform this Assumption Agreement.
(b) The execution, delivery and performance by CIT of this Assumption Agreement and the assumption of the obligations of CIT Nevada under the Credit Agreement (i) have been duly authorized by all necessary company action, (ii) do not and will not contravene CIT's certificate of incorporation or bylaws, any material law or any material contractual restriction binding on CIT or any of its material properties and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon any of CIT's material properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for the due execution, delivery and performance by CIT of this Assumption Agreement or for its assumption of the obligations of CIT Nevada under the Credit Agreement.
(d) This Assumption Agreement is the legal, valid and binding obligation of CIT, enforceable against CIT in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(e) No litigation, investigation or proceeding of or before any arbitrator or governmental authority or other regulatory body is pending or, to the knowledge of CIT, threatened by or against CIT with respect to this Assumption Agreement or any of the transactions contemplated hereby.
(f) CIT is not, effective immediately following the Merger, in default in the performance of any covenant or condition in the Credit Agreement.
Representations and Warranties of CIT. Subject to Article III and except as contemplated by this Agreement and the Plan of Arrangement, CIT hereby represents and warrants to Newcourt as follows:
Representations and Warranties of CIT. CIT represents and warrants to Buyers that it (i) owns the Software Programs, including, without limitation, all portions or components thereof, or has the legal valid license to the Software Programs, including, without limitation, all portions or components thereof, in each case sufficient to grant the License and (ii) has the full legal right to grant the License.
Representations and Warranties of CIT. 28 5.1. Corporate Organization..................................................29 5.2. Capitalization..........................................................29 5.3. Authority; No Violation.................................................30 5.4. Consents and Approvals..................................................32 5.5. Reports.................................................................32 5.6. Financial Statements....................................................33 5.7. Broker's Fees...........................................................34 5.8. Absence of Changes; Conduct of Business.................................34 5.9. Legal Proceedings.......................................................35 5.10. Taxes..................................................................35 5.11. Employees..............................................................36 5.12.
Representations and Warranties of CIT. Except (a) as disclosed in the disclosure schedule delivered by CIT to the BancShares Parties concurrently herewith (the “CIT Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the CIT Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by CIT that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect and (iii) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any CIT Reports filed by CIT since December 31, 2016, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), CIT hereby represents and warrants to the BancShares Parties as follows:
Representations and Warranties of CIT. CIT hereby represents and warrants to the Company as follows:
3.1 It is experienced in evaluating and investing in emerging companies such as the Company.
3.2 It is acquiring the Common Stock and the accompanying Common Stock Rights being issued pursuant to this Agreement (collectively, the "Securities"), for its own account and not with a view to, or for resale in connection with, any distribution. It understands that the Securities have not been registered under the Securities Act of 1933, as amended (the "Act"), by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.
3.3 It acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. It is aware of the provisions of Rule 144 promulgated under the Act and the limitations on resales of securities imposed thereby.
3.4 It understands that no public market now exists for any of the securities issued by the Company and that there can be no assurances that-a public market will ever exist for the Securities.
3.5 It has had an opportunity to discuss the Company's business, management and financial affairs with its management and an opportunity to review the Company's facilities. It understands that such discussions were intended to describe the aspects of the Company's business and prospects which the Company believes to be material but were not necessarily a thorough or exhaustive description.
3.6 It is a sophisticated investor with such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of a prospective investment in the Securities and who is capable of bearing the economic risks of such investment.
3.7 It, both by itself and through its agents, has been solely responsible for its "due diligence" investigation of the Company and its management and business, for the analysis of the merits and risks of this investment and of the fairness and desirability of the terms of the investment; provided, however, that the representations, warranties and covenants of the Company herein are absolute regardless of any such investigation or analysis.
3.8 It has had the opportunity to be advised by legal counsel of its own choice in connection with the purchase of the Securities and has either been advised by such counsel or concluded that suc...