REPRESENTATIONS AND WARRANTIES OF HIPPO Sample Clauses

The "Representations and Warranties of Hippo" clause sets out the specific statements of fact and assurances that Hippo, as a party to the agreement, affirms to be true at the time of signing. These may include confirmations about Hippo’s legal authority to enter the contract, the accuracy of its financial statements, compliance with laws, or the absence of pending litigation. By providing these representations and warranties, Hippo assures the other party of its reliability and the validity of key information, thereby reducing the risk of misunderstandings or undisclosed liabilities.
REPRESENTATIONS AND WARRANTIES OF HIPPO. Except as set forth in the Hippo Disclosure Schedule, Hippo represents and warrants to Newco and Rhino that:
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REPRESENTATIONS AND WARRANTIES OF HIPPO. Section 7.01. Corporate Existence and Power 45 Section 7.02. Corporate Authorization. 46 Section 7.03. Governmental Authorization 47 Section 7.04. Non-contravention 47 Section 7.05. Capitalization. 47 Section 7.06. HippoRx Entities. 48 Section 7.07. SEC Filings and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. 49 Section 7.08. Financial Statements. 51 Section 7.09. Information Supplied 51 Section 7.10. Absence of Certain Changes 52 Section 7.11. No Undisclosed Liabilities 54 Section 7.12. Compliance with Laws and Court Orders. 54 Section 7.13. Litigation. 56 Section 7.14. Finders’ Fees 56 Section 7.15. Taxes. 57 Section 7.16. Employee Benefit Plans; Employees. 57 Section 7.17. Environmental Matters. 59 Section 7.18. Property Matters. 60 Section 7.19. Intellectual Property. 61 Section 7.20. HippoRx Material Contracts. 62 Section 7.21. Insurance 65 Section 7.22. Intercompany Transactions 66 Section 7.23. Sufficiency of Transferred Assets 66 Section 7.24. Tax Treatment 66 Section 7.25. Opinion of Financial Advisor 66 Section 7.26 Lexicon Pharmacy Services 66 REPRESENTATIONS AND WARRANTIES OF RHINO Section 8.01. Corporate Existence and Power 67 Section 8.02. Corporate Authorization. 67 Section 8.03. Governmental Authorization 68 Section 8.04. Non-contravention 68 Section 8.05. Capitalization. 69 Section 8.06. RhinoRx Entities. 69 Section 8.07. SEC Filings and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. 70 Section 8.08. Financial Statements. 72 Section 8.09. Information Supplied 72 Section 8.10. SAbsence of Certain Changes 73 Section 8.11. No Undisclosed Liabilities 75 Section 8.12. Compliance with Laws and Court Orders. 75 Section 8.13. Litigation. 77 Section 8.14. Finders’ Fees 77 Section 8.15. Taxes. 78 Section 8.16. Employee Benefit Plans; Employees. 78 Section 8.17. Environmental Matters. 80 Section 8.18. Property Matters. 80 Section 8.19. Intellectual Property. 82 Section 8.20. RhinoRx Material Contracts. 83 Section 8.21. Insurance 86 Section 8.22. Intercompany Transactions 86 Section 8.23. Sufficiency of Transferred Assets 87 Section 8.24. Tax Treatment 87 Section 8.25. Opinion of Financial Advisor 87
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REPRESENTATIONS AND WARRANTIES OF HIPPO. Hippo hereby makes the following representations and warranties to the Seller, each of which is true and correct on the date hereof and the Closing Date and shall survive the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF HIPPO. Section 7.01. Corporate Existence and Power 45 Section 7.02. Corporate Authorization. 46 Section 7.03. Governmental Authorization 47 Section 7.04. Non-contravention 47 Section 7.05. Capitalization. 47 Section 7.06. HippoRx Entities. 48 Section 7.07. SEC Filings and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. 49 Section 7.08. Financial Statements. 51 Section 7.09. Information Supplied 51 Section 7.10. Absence of Certain Changes 52 Section 7.11. No Undisclosed Liabilities 54 Section 7.12. Compliance with Laws and Court Orders. 55 Section 7.13. Litigation. 56 Section 7.14. Finders’ Fees 56 Section 7.15. Taxes. 57 Section 7.16. Employee Benefit Plans; Employees. 57 Section 7.17. Environmental Matters. 59 Section 7.18. Property Matters. 60 Section 7.19. Intellectual Property. 61 Section 7.20. HippoRx Material Contracts. 62 Section 7.21. Insurance 65 Section 7.22. Intercompany Transactions 66 Section 7.23. Sufficiency of Transferred Assets 66 Section 7.24. Tax Treatment 66 Section 7.25. Opinion of Financial Advisor 66 Section 7.26. Lexicon Pharmacy Services 66
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Related to REPRESENTATIONS AND WARRANTIES OF HIPPO

  • 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.