REPRESENTATIONS AND WARRANTIES OF ENCORE Sample Clauses

The "Representations and Warranties of Encore" clause sets out the specific statements of fact and assurances that Encore makes to the other party at the time of entering into the agreement. These may include confirmations about Encore’s legal status, authority to enter the contract, compliance with laws, ownership of assets, or absence of undisclosed liabilities. By providing these representations and warranties, Encore assures the other party of its reliability and the accuracy of key information, thereby allocating risk and establishing a basis for potential remedies if any statements prove to be false.
REPRESENTATIONS AND WARRANTIES OF ENCORE enCore represents and warrants to and in favour of ▇▇▇▇▇▇ as follows and acknowledges that Azarga is relying upon these representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement and other transactions contemplated herein:
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REPRESENTATIONS AND WARRANTIES OF ENCORE. As a material inducement to the Sellers to execute this Agreement and consummate the transactions contemplated hereby, Encore hereby represents and warrants to the Sellers that the statements contained in this Article 5 are correct and complete as of the date of this Agreement.
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REPRESENTATIONS AND WARRANTIES OF ENCORE. 4.1 Representations and Warranties of enCore 35 4.2 Survival of Representations and Warranties 47
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REPRESENTATIONS AND WARRANTIES OF ENCORE. Encore covenants, represents and warrants to ISE that:
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REPRESENTATIONS AND WARRANTIES OF ENCORE. Except for exclusions as to the representations or warranties made herein as set forth in the Encore Disclosure Schedule dated as of the date of this Agreement and delivered to HCAC prior to the execution of this Agreement or as updated pursuant to the provisions of Section 6.01(c) hereof, Encore hereby represents and warrants to HCAC as follows:
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REPRESENTATIONS AND WARRANTIES OF ENCORE. Encore represents and warrants to ▇▇▇▇▇ as follows: (a) Encore and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Encore and each of its subsidiaries is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except jurisdictions in which the failure to qualify, in the aggregate, will not have a material adverse effect upon Encore and its subsidiaries taken as a whole. (b) This Agreement has been duly executed by Encore and, upon receipt of the consents referred to in Paragraph 2.3(e), is authorized by all necessary corporate action on the part of Encore, and is a valid and binding agreement of Encore, enforceable against Encore in accordance with its terms. Encore has all corporate power and authority necessary to enable it to carry out the transactions contemplated by this Agreement, upon receipt of the consents referred to in Paragraph 2.3(e). Neither the execution or delivery by Encore of this Agreement or any document contemplated by this Agreement nor the consummation by Encore of the transactions contemplated by this Agreement or any document contemplated by this Agreement will violate, result in a breach of, constitute a default under, or give any party other than Encore or a subsidiary of Encore the right to terminate, or modify the rights or obligations of Encore or any of its subsidiaries under, (i) subject to receipt of the consents referred to in Paragraph 2.3(e), any agreement or instrument to which Encore or any of its subsidiaries is a party or by which any of them is bound, (ii) any statute, ordinance or other law to which Encore or any of its subsidiaries is subject, (iii) any rule or regulation of any governmental agency having jurisdiction over Encore or any of its subsidiaries, (iv) any license, permit or other governmental authorization held by Encore or any of its subsidiaries, or (v) any order or decree of any court or governmental agency having jurisdiction over Encore or any of its subsidiaries or any of their assets. (c) Except as disclosed on EXHIBIT 3.1-C, no governmental filings, authorizations, approvals or consents, or other governmental action, are required to permit Encore to fulfill all its obligations under this Agreement or any document contemplated by this Agreement. (d) When executed and delivered at the Closing, the Stockholders Agreement Amendment, the Second Am...
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REPRESENTATIONS AND WARRANTIES OF ENCORE. Encore represents and warrants to GMAC-RFC that:
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Related to REPRESENTATIONS AND WARRANTIES OF ENCORE

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • 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 ▇▇▇▇▇▇ 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 ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.