REPRESENTATIONS AND WARRANTIES OF HCC Sample Clauses

The "Representations and Warranties of HCC" clause sets out the specific statements and assurances that HCC makes regarding its authority, capacity, and the accuracy of information provided in the agreement. Typically, this clause will detail facts such as HCC's legal status, compliance with laws, ownership of assets, and absence of undisclosed liabilities. By including these representations and warranties, the clause provides the other party with confidence in HCC's ability to fulfill its obligations and offers a basis for recourse if any statements are later found to be untrue, thereby allocating risk and ensuring transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF HCC. Unless specifically stated otherwise, HCC represents and warrants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:
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REPRESENTATIONS AND WARRANTIES OF HCC. 3.1 HCC warrants to the Sellers that HCC is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and the execution, delivery and performance by HCC of this Agreement and every other agreement entered into by it in connection with the transactions contemplated hereby (the "Total Agreements"), and the consummation by HCC of the transactions contemplated hereby and thereby are within the corporate powers of HCC and have been duly authorised by all necessary corporate action. This Agreement and each other agreement entered into by it in connection with the transactions contemplated hereby constitutes, or upon execution will constitute, valid and binding agreements of HCC except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally or by general principles of equity. 3.2 HCC warrants to the Sellers that Middle East Insurance Brokers, Ltd. ("MEIB") in the financial year ended December 31, 1998 made an operating profit which profit will be reflected in its audited accounts for such financial period and is budgeted on reasonable grounds based on the current insurance and reinsurance market conditions to make an operating profit in its current financial year provided that no warranty is hereby given as to the outcome. 3.3 HCC warrants to the Sellers that neither the execution and delivery by HCC of the Total Agreements nor compliance by HCC with the provisions thereof: (a) violates (i) any presently existing statute or governmental regulation (including, without limitation, insurance statutes and regulations) of the United States or any state (an "Applicable State") in which HCC or any of its subsidiaries is domiciled, is resident, has its principal place of business or its principal assets, or (ii) any provision of the certificate of incorporation or bylaws of HCC; (b) violates any order or decree of any court or governmental instrumentality to which HCC is subject; (c) conflicts with or results in the breach of, or constitutes a default under, any indenture, mortgage, deed of trust, material agreement or other material instrument to which HCC is a party or by which HCC is bound (a "HCC Material Agreement"); or
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REPRESENTATIONS AND WARRANTIES OF HCC. HCC hereby represents and warrants to the Company with respect to Hallmark Cards, HCC and HEH as follows:
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REPRESENTATIONS AND WARRANTIES OF HCC. Except as Previously Disclosed, HCC hereby represents and warrants to Presidio as follows:
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REPRESENTATIONS AND WARRANTIES OF HCC. Except as disclosed in a document referring specifically to this Agreement or in a document, exhibit, or appendix filed with the Securities and Exchange Commission ("SEC") on or before the date hereof, (collectively referred to herein as the "HCC Disclosure Schedule") which has been delivered or made available to the Shareholder on or before the date hereof, HCC represents and warrants to the Shareholder:
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REPRESENTATIONS AND WARRANTIES OF HCC. Subject to the disclosures set forth on the HCC Disclosure Schedule, HCC hereby represents and warrants to Focus that the following are true and correct:
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REPRESENTATIONS AND WARRANTIES OF HCC. Section 3.1 Corporate Existence and Power. . . . . . . . . . . . . . .18 Section 3.2 Corporate Authorization. . . . . . . . . . . . . . . . . .18 Section 3.3
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Related to REPRESENTATIONS AND WARRANTIES OF HCC

  • 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.