REPRESENTATIONS AND WARRANTIES OF EVI AND SUB Sample Clauses

The 'Representations and Warranties of EVI and Sub' clause sets out the specific statements of fact and assurances that EVI and its subsidiary (Sub) make to the other party in a contract, typically in the context of a merger or acquisition. These representations may cover areas such as the legal status of the companies, their authority to enter into the agreement, the accuracy of their financial statements, and the absence of undisclosed liabilities. By providing these assurances, the clause helps to allocate risk between the parties and ensures that the buyer has reliable information about the entities being acquired, thereby reducing the likelihood of disputes arising from hidden issues.
REPRESENTATIONS AND WARRANTIES OF EVI AND SUB. EVI and Sub hereby jointly and severally represent and warrant to Christiana that: (a) Organization and Compliance with Law. EVI and Sub are corporations duly incorporated, validly existing and in good standing under the laws of the states of Delaware and Wisconsin, respectively. Each of EVI and Sub has all requisite corporate power and corporate authority to own, lease and operate all of its properties and assets and to carry on its business as now being conducted, except where the failure to be so organized, existing or in good standing would not have a material adverse effect on the financial condition of EVI and its subsidiaries (the "EVI Subsidiaries"), taken as a whole (an "EVI MAE"). Each of EVI and Sub is duly qualified to do business, and is in good standing, in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be duly qualified would not have an EVI MAE. Each of EVI and Sub is in compliance with all applicable laws, judgments, orders, rules and regulations, except where such failure would not have an EVI MAE. EVI has heretofore delivered to Christiana true and complete copies of EVI's Restated Certificate of Incorporation, as amended (the "EVI Certificate"), and Sub's Certificate of Incorporation and their respective bylaws as in existence on the date hereof.
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REPRESENTATIONS AND WARRANTIES OF EVI AND SUB. EVI and Sub hereby jointly and severally represent and warrant to GulfMark that:
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REPRESENTATIONS AND WARRANTIES OF EVI AND SUB. 7 (a) Organization and Compliance with Law. . . . . 7 (b) Capitalization . . . . . . . . . . . . . . . . 7 (c) Authorization and Validity of Agreement. . . 8
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REPRESENTATIONS AND WARRANTIES OF EVI AND SUB. EVI and Sub hereby jointly and severally represent and warrant to and covenant and agree with the Company and the Company Shareholders as follows:
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REPRESENTATIONS AND WARRANTIES OF EVI AND SUB. 6 (a) Organization and Compliance with Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (b) Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (c) Authorization and Validity of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . 7 (d) No Approvals or Notices Required; No Conflict . . . . . . . . . . . . . . . . . . . . . . . . 7 (e) Commission Filings; Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (f) Absence of Certain Charges and Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (g)
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REPRESENTATIONS AND WARRANTIES OF EVI AND SUB. 6 (a) Organization and Compliance with Law.............6 (b) Capitalization. .................................7 (c) Authorization and Validity of Agreement..........7 (d) No Approvals or Notices Required; No Conflict ...7 (e)
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Related to REPRESENTATIONS AND WARRANTIES OF EVI AND SUB

  • 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 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.