REPRESENTATIONS AND WARRANTIES OF HIGHWOODS Clause Samples

The "Representations and Warranties of Highwoods" clause sets out the specific statements of fact and assurances that Highwoods makes to the other party in the agreement. These may include confirmations about Highwoods' authority to enter into the contract, its financial condition, compliance with laws, or ownership of assets relevant to the transaction. By providing these representations and warranties, the clause ensures that the other party can rely on the accuracy of key information, thereby allocating risk and establishing a basis for potential remedies if any statements prove to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF HIGHWOODS. Highwoods hereby represents and warrants to Owner as follows: (a) Highwoods has been duly formed and is validly existing as a North Carolina limited partnership and is duly qualified to do business and is in good standing in all jurisdictions where such qualification is necessary to carry on its business as now conducted and is duly qualified or in the process of becoming duly qualified in all jurisdictions where the ownership of its property would necessitate such qualification. Highwoods has all partnership power and authority under its partnership agreement and its certificate of limited partnership to enter into this Agreement and to enter into and deliver all of the documents and instruments required to be executed and delivered by Highwoods and to perform its obligations hereunder and thereunder. Highwoods is treated as a partnership as defined in the Internal Revenue Code of 1986, as amended, Code Sections 7701(a)(2) and 761(a). (b) Highwoods has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder; the execution and delivery of this Agreement and the performance by Highwoods of its obligations hereunder have been duly authorized by such partnership action as may be required (including, without limitation, proper approval by the partners thereof) and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of Highwoods; the execution and delivery of this Agreement and the consummation of the transactions contem plated hereunder on the part of Highwoods do not and will not violate the agreement of partnership of Highwoods, and do not and will not conflict with or result in the breach of any condition or provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Highwoods (including the Property) by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Highwoods is a party or which is or purports to be binding upon Highwoods or which affects Highwoods; and no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon Highwoods in accordance with its terms; (c) To the actual knowledge of Highwoods, Highwoods is not (i) in violation of any of its or...
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REPRESENTATIONS AND WARRANTIES OF HIGHWOODS. 25 6.1 Organization and Authority................................................................ 25 6.2
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REPRESENTATIONS AND WARRANTIES OF HIGHWOODS. Highwoods hereby agrees, for itself and its successors and assigns, to indemnify, defend and hold Anderson, API and the Anderson ▇▇▇▇▇▇▇s harmless fro▇ ▇▇▇ ▇▇ainst any Claim suffered or incurred by Anderson as a result of any of th▇ ▇▇▇▇▇▇ing: (a) any untruth or inaccuracy in any representations or warranties herein; or (b) to the extent as of the Closing Date Hyman Auerbach, Bennie ▇▇▇▇▇▇▇▇, ▇▇▇n Auerbach ▇▇ ▇▇▇ ▇▇ ▇▇▇ An▇▇▇▇▇▇ ▇▇▇▇▇▇s or An▇▇▇▇▇▇ Partners have not been ▇▇▇▇▇▇▇d from any liability under or guaranty of the Assumed Anderson Debt Financing or to the ▇▇▇▇▇▇ any recourse is sought against such party under the Payable Anderson Debt Financing ▇▇▇▇▇ ▇▇e Closing Date. It is the express intention and agreement of the parties that the foregoing indemnity shall survive the consummation of the transactions contemplated in this Master Agreement; provided, however, that Highwoods shall not have any liability for expenses, damages, losses, costs or liability incurred by Anderson with respect to any Clai▇ ▇▇▇▇▇, other than principal and interest or collection costs or other similar expenses related thereto under any Payable Anderson Debt Financing or Assume▇ ▇▇▇▇▇son Debt Financing, arises ▇▇ ▇▇ ▇sserted more than twelve (12) calendar months after the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF HIGHWOODS. To induce the Anderson Parties to enter into t▇▇▇ ▇▇▇▇er Agreement and the transactions contemplated hereby, Highwoods hereby represents and warrants to the Anderson Parties that the state▇▇▇▇▇ ▇ontained in this Article VI are true, correct and complete as of the date hereof. Highwoods shall deliver to the Anderson Parties, as applicable, ▇▇ ▇▇▇sing a certificate certifying that all such representations and warranties are still true, complete and correct as of the Closing Date, or to the extent that any such representations and warranties are not true, correct and complete, stating the fact or facts which render such representation and warranty untrue. It is the express intention and agreement of Highwoods that the foregoing representations and warranties shall survive the consummation of the transactions contemplated in this Master Agreement, except as expressly provided in Section 11.4 hereof.
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REPRESENTATIONS AND WARRANTIES OF HIGHWOODS. Highwoods hereby represents and warrants to JCN as follows:
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REPRESENTATIONS AND WARRANTIES OF HIGHWOODS. Highwoods hereby agrees, for itself and its successors and assigns, to indemnify, defend and hold ACP, the ACP Shareholders and the ACP Partners harmless from and against any Claim suffered or incurred by them as a result of any of the following: (a) any untruth or inaccuracy in any representations or warranties herein; or (b) to the extent as of the Closing Date that any of the ACP Parties or ACP Partners have not been released from any liability under or guaranty of the Assumed ACP Debt Financing or to the extent any recourse is sought against such party under the Payable ACP Debt Financing after the Closing Date. Except as provided in Section 12.5 below, it is the express intention and agreement of the parties that the foregoing indemnity shall survive the consummation of the transactions contemplated in this Master Agreement; provided, however, that Highwoods shall not have any liability for expenses, damages, losses, costs or liability incurred by ACP with respect to any Claim other than principal and interest or collection costs or other similar expenses related thereto under any Payable ACP Debt Financing or Assumed ACP Debt Financing, which arises or is asserted more than twelve (12) calendar months after the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF HIGHWOODS. To induce the ACP Parties to enter into this Master Agreement and the transactions contemplated hereby, Highwoods hereby represents and warrants to the ACP Parties that the statements contained in this Article VII are true, correct and complete as of the date hereof. Highwoods shall deliver to the ACP Parties, as applicable, at Closing a certificate certifying that all such representations and warranties are still true, complete and correct as of the Closing Date, or to the extent that any such representations and warranties are not true, correct and complete, stating the fact or facts which render such representation and warranty untrue. It is the express intention and agreement of Highwoods that the foregoing representations and warranties shall survive the consummation of the transactions contemplated in this Master Agreement, but only to the extent expressly provided in Section 12.4 hereof.
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REPRESENTATIONS AND WARRANTIES OF HIGHWOODS. To induce the ▇▇▇▇▇▇▇▇ Parties to enter into this Amended and Restated Master Agreement and the transactions contemplated hereby, Highwoods hereby represents and warrants to the ▇▇▇▇▇▇▇▇ Parties that the statements contained in this Article VI are true, correct and complete as of the date hereof. Highwoods shall deliver to the ▇▇▇▇▇▇▇▇ Parties, as applicable, at Closing a certificate certifying that all such representations and warranties are still true, complete and correct as of the Closing Date, or to the extent that any such representations and warranties are not true, correct and complete, stating the fact or facts which render such representation and warranty untrue. It is the express intention and agreement of Highwoods that the foregoing representations and warranties shall survive the consummation of the transactions contemplated in this Amended and Restated Master Agreement, except as expressly provided in Section 11.4 hereof.
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REPRESENTATIONS AND WARRANTIES OF HIGHWOODS. 22 6.1 Organization, Standing, and Power..............................................................22 6.2 Authority; No Breach By Agreement..............................................................23 6.3
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Related to REPRESENTATIONS AND WARRANTIES OF HIGHWOODS

  • 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.

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  • 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 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.