REPRESENTATIONS AND WARRANTIES OF DIGITAL Clause Samples

The "Representations and Warranties of Digital" clause sets out the specific statements and assurances that the party referred to as "Digital" makes regarding its authority, capacity, and the accuracy of information provided in the agreement. Typically, this clause will confirm that Digital is duly organized, has the legal right to enter into the contract, and that all information it has supplied is true and complete. By including these representations and warranties, the clause helps ensure that the other party can rely on Digital's statements, thereby allocating risk and providing a basis for recourse if any of the representations prove to be false.
REPRESENTATIONS AND WARRANTIES OF DIGITAL. Digital hereby represents ----------------------------------------- and warrants to Agile that the statements contained in this Section 2 are true and correct, except as set forth in the disclosure schedule delivered by Digital to Agile on or before the date of this Agreement (the "Digital Disclosure Schedule"). The Digital Disclosure Schedule and shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 2 and shall qualify only the corresponding paragraph in this Section 2 and any other section hereof where it is reasonably clear, upon a reading of such disclosure without any independent knowledge on the part of the reader regarding the matter disclosed, that the disclosure is intended to apply to such other section.
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REPRESENTATIONS AND WARRANTIES OF DIGITAL. DIGITAL hereby represents and warrants to SELLER as of the date hereof and the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES OF DIGITAL. Digital, and ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ Grand (collectively the "Controlling Shareholders"), jointly and severally, represent and warrant to Parent and Sub the representations and warranties set forth in this Article IV, other than the representations and warranties specifically enumerated in the following sentence. In addition, the Digital Shareholders (including the Controlling Shareholders) individually (but not jointly and severally) make the representations and warranties that are stated in this Article IV to be made by the Digital Shareholders (specifically, the representations and warranties contained in Sections 4.2, 4.3(b), 4.5, 4.31, 4.32, 4.33 and 4.34 hereof). The representations and warranties contained in this Article IV shall survive the Closing in accordance with Section 9.1 of this Agreement.
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REPRESENTATIONS AND WARRANTIES OF DIGITAL. Except as set forth on the Disclosure Schedule delivered by Digital to Strategic prior to the execution of this Agreement and attached hereto (the "Digital Disclosure Schedule") or except as disclosed in a document delivered to Strategic and set forth on the Document Delivery index dated the date hereof, Digital represents and warrants to Strategic and Merger Sub as follows:
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REPRESENTATIONS AND WARRANTIES OF DIGITAL. DIGITAL represents and warrants to SHEFFIELD as follows:
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REPRESENTATIONS AND WARRANTIES OF DIGITAL. DIGITAL represents and warrants to ▇▇▇▇▇▇ that, except as set forth in a letter addressed to ▇▇▇▇▇▇ dated the Agreement Date and delivered by DIGITAL to ▇▇▇▇▇▇ concurrent herewith (the "DIGITAL Disclosure Letter") (the contents of which DIGITAL Disclosure Letter shall be deemed to be representations and warranties made to ▇▇▇▇▇▇ by DIGITAL under this Section 3, and which may be updated up to the Closing to reflect changes that are not material, consistent with the conditions to closing as set forth in Section 9), each of the representations and statements in this Section are true and correct as of the Agreement Date and will be true as of the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF DIGITAL. Digital represents and warrants to SSI as follows:
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REPRESENTATIONS AND WARRANTIES OF DIGITAL. DIGITAL hereby represents and warrants to HEALTHAXIS as of the date hereof and the Closing Date as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF DIGITAL

  • 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows: