Representations and Warranties of Corning Sample Clauses

The "Representations and Warranties of Corning" clause sets out the specific statements of fact and assurances that Corning, as a party to the agreement, affirms to be true at the time of signing. These may include assertions about Corning's legal authority to enter the contract, its financial condition, ownership of assets, compliance with laws, and absence of undisclosed liabilities. By providing these representations and warranties, Corning 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 Corning. Corning represents and warrants to VIA by way of an independent guarantee irrespective of fault in the meaning of § 311 German Civil Code that the statements in Section 4.1 through Section 4.8 are true and correct as of the date hereof (the “Corning Guarantees”):
Representations and Warranties of Corning. Section 4.01 Organization, Authority and Qualification of Corning 18 Section 4.02 ▇▇▇▇▇▇▇ ▇▇ Shares 18 Section 4.03 No Conflict 19 Section 4.04 Governmental Consents and Approvals 19 Section 4.05 Litigation 20 Section 4.06 Brokers 20
Representations and Warranties of Corning. The representations and warranties of Corning set forth in Sections 7.2, 7.3, 7.4, 7.7, 7.8, 7.9, 7.11, 7.16, 7.18 and 7.21 shall, insofar as they are made by Corning with respect to itself, also be deemed to have been made by Corning, to the extent appropriate, with respect to any of Corning's direct or indirect subsidiaries that will convey Assets pursuant to this Agreement.
Representations and Warranties of Corning. Corning represents and warrants to Avanex, subject to such exceptions as are disclosed in writing in the disclosure schedule supplied by Corning to Avanex, dated as of the date hereof and as may be updated pursuant to Section 8.10(d) (the “Corning Disclosure Schedule”), which disclosure shall provide an exception to or otherwise qualify the representations and warranties of Corning contained in the section of this Agreement corresponding by number to such disclosure and the other representations and warranties herein to the extent such disclosure is readily apparent on its face to be applicable to such other representations or warranties (except with respect to the representations and warranties of Corning contained in Section 5.8, any exceptions to or qualifications of which shall be explicitly set forth in Section 5.8 of the Corning Disclosure Schedule), as follows:
Representations and Warranties of Corning. Corning and Sub hereby jointly and severally represent and warrant as of the Closing Date to the Stockholders as follows:
Representations and Warranties of Corning. 22 7.3 Representations and Warranties of Alcatel.......................................................... 23 ARTICLE 8 MISCELLANEOUS.............................................................................................. 23
Representations and Warranties of Corning 

Related to Representations and Warranties of Corning

  • 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows: