Representations and Warranties of IBM Clause Samples

Representations and Warranties of IBM. IBM represents and warrants to MSL that the statements contained in this Section 14.1 are correct and complete, and the following representations and warranties shall be deemed to have been made again on and as of the Effective Date. The effectiveness of this Agreement shall be subject to the condition that IBM deliver to MSL a certificate on and as of the Effective Date that such representations and warranties are correct and complete as of such date. "To the best of IBM's knowledge" shall be defined as the information available to IBM Charlotte Management after due inquiry as of the Effective Date. A materially adverse effect shall be defined as an outcome where MSL is unable to acquire appropriate title for assets to be purchased under this Agreement.
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Representations and Warranties of IBM. IBM hereby represents and warrants to ACI that:
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Representations and Warranties of IBM. IBM hereby represents and warrants to the Shareholders as follows: (a) IBM is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) all necessary corporate action has been taken by IBM in order to authorize the execution, delivery and, upon and subject to the approval by the boards of directors of IBM and the Parent as provided in Section 2.3(a), the performance of this Agreement by IBM, and prior to, or at the time Offerco takes up and pays for any Target Shares deposited to the Offer, IBM will have obtained all approvals, including regulatory approvals, required by IBM or Offerco in order to consummate the Offer on the terms described herein; (c) upon the due execution and delivery of this Agreement by the Shareholders, this Agreement shall be a valid and binding agreement enforceable by the Shareholders against IBM in accordance with its terms subject however, to the usual limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and the availability of equitable remedies; (d) IBM is not a party to, bound or affected by or subject to, any agreement, charter or by-law provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which a default would occur as a result of, the execution and delivery or performance of this Agreement by IBM and which default, violation, contravention or breach would materially impair or would prevent IBM from consummating the transactions contemplated hereby; and (e) on any date on which Offerco proposes to make the Offer, Offerco: (i) will be duly incorporated and validly existing under its jurisdiction of incorporation; (ii) will have all necessary corporate authority to make the Offer on the terms contemplated herein; and (iii) will have sufficient funds or financing arrangements in place to provide sufficient funds to purchase all Target Shares tendered under the Offer.
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Representations and Warranties of IBM. Except as otherwise set forth on the Schedule of Disclosures and Exceptions attached hereto: 9.1 IBM represents and warrants that it has the full right, power, legal capacity and authority to enter into this Agreement, to perform the transactions contemplated hereunder and to grant the rights and licenses granted hereunder and all such actions have been duly authorized by all necessary corporate proceedings on its part. This Agreement has been duly and validly executed and delivered by IBM and constitutes the legal, valid and binding obligation of it and is enforceable against IBM in accordance with its terms and conditions. 9.2 IBM is a duly incorporated and validly existing corporation in good standing under the laws of the State of New York, with all requisite corporate power and authority to own its properties and conduct its business. 9.3 The execution and delivery by IBM of this Agreement does not, and the performance by IBM of its obligations hereunder will not: (a) conflict with, or result in a breach of, any of the provisions of IBM's Articles of Incorporation or By-laws; (b) on IBM's part, breach, violate or contravene any Governmental Rule, or create any right of termination or acceleration or encumbrance against IBM, that, singly or in the aggregate, would have a material adverse effect on IBM's authority or ability to perform its obligations under this Agreement; and (c) on IBM's part, conflict in any respect with, or result in a breach of or default under, any contract, license, franchise, permit or any other agreement or instrument to which IBM is a party or by which IBM or any of the Deliverables may be bound that, singly or in the aggregate, would have a material adverse effect on the Deliverables or IBM's authority or ability to perform its obligations under this Agreement (except for agreements and instruments that require the consent or approval of a third party for the transactions contemplated by this Agreement). 9.4 Other than compliance with the HSR Act pre-notification requirements, no material consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority on the part of IBM is required in connection with the execution or delivery by IBM of this Agreement or the consummation by IBM of the transactions contemplated herein. 9.5 IBM has and will convey good and marketable title to all Acquired Assets, free and clear of any liens and encumbrances other than Permitted Liens and other than t...
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Representations and Warranties of IBM. IBM represents and warrants to the Company and EES that the following is true as of the date hereof and will be true as of the date of the issuance of the Securities pursuant to the Second Subscription and the Third Subscription as if made at and as of such date (it being agreed that the Company may, as a condition to the issuance of any Securities, require IBM to execute a written affirmation of the following representations as of the date of such issuance):
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Representations and Warranties of IBM. IBM makes the following representations and warranties to Athena. i. During the Term, IBM will comply with all employee and workplace laws, regulations, and requirements in the countries in which IBM provides the Services. IBM will provide to Athena, upon Athena’s reasonable request from time to time, appropriate written assurances regarding the specific compliance steps and measures that IBM has taken. ii. IBM has sufficient right and title to all third-party software, hardware, or other equipment (other than Athena Systems and third-party software) that it uses in the provision of Services under this PSA, and, throughout the Term, IBM will comply with all terms and conditions of licenses or consents agreed to by IBM with any third party in respect of any software, hardware, or other equipment that IBM uses to provide the Services. iii. Throughout the Term, any encryption software provided by IBM to Athena for use in connection with the Services or used by IBM in connection with the Services complies substantially with the encryption requirements set forth in HCFA Internet Security Policy issued November 24, 1998, as it may be amended or updated from time to time, and provides encryption protection equal to or exceeding 128-bit encryption. iv. Each of the provisions of this PSA are valid and enforceable with respect to each IBM entity in each jurisdiction in which IBM may provide the Services.
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Representations and Warranties of IBM. IBM hereby represents and warrants to the Company as follows:
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Representations and Warranties of IBM. IBM hereby represents and warrants as follows: (a) as of the First Amendment Effective Date, each of the representations and warranties made by any Borrower in or pursuant to the Credit Agreement shall be true and correct in all material respects on and as of the First Amendment Effective Date as if made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date; and
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Representations and Warranties of IBM 
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Related to Representations and Warranties of IBM

  • 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.