REPRESENTATIONS AND WARRANTIES OF ICC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF ICC. ICC and NEWCO jointly and severally represent and warrant to each STOCKHOLDER that all of the following representations and warranties in this Section 3 are true and correct at the date of this Agreement and shall be true and correct at the time of the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF ICC. ICC hereby represents and warrants to the Investor that, at the time of the Closing: a. ICC shall be a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and have all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as it is now being conducted and shall be duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, other than where the failure to be so duly qualified and in good standing would not have a material adverse effect on ICC; b. The execution and delivery of this Exchange Agreement by ICC and the consummation by ICC of the transactions contemplated hereby have been duly authorized by all necessary corporate action in accordance with applicable law and the Certificate of Incorporation and By-Laws of ICC, and this Exchange Agreement shall constitute the valid and binding obligation of ICC, enforceable in accordance with its terms; c. Neither the execution and delivery of this Exchange Agreement nor its performance will violate, conflict with, or result in a breach of any provision of any law, rule, regulation, order, permit, judgment, injunction, decree or other decision of any court or other tribunal or any governmental authority binding on ICC or conflict with or result in the breach of any of the terms, conditions or provisions of the Certificate of Incorporation and By-Laws of ICC or any contract, agreement, mortgage or other instrument or obligation of any nature to which ICC is a party or by which ICC is bound; and
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REPRESENTATIONS AND WARRANTIES OF ICC. ‌ ICC represents and warrants to Wayland the matters contained in Schedule B, as of the date of this Agreement and as of each of the Closing Dates.
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REPRESENTATIONS AND WARRANTIES OF ICC. Except as disclosed in the ICC Disclosure Letter (with the disclosure of any event, item or occurrence set forth in the ICC Disclosure Letter qualifying or modifying the applicable section to which it corresponds and any other section to the extent that its relevance to such other section is reasonably apparent on its face), ICC represents and warrants to and in favour of Aurora as set forth in Schedule C and acknowledges that Aurora is relying upon such representations and warranties in entering into this Agreement.
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REPRESENTATIONS AND WARRANTIES OF ICC. ICC hereby represents and warrants to ATM as follows:
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REPRESENTATIONS AND WARRANTIES OF ICC. ICC hereby represents and warrants to the PHL Parties as follows:
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REPRESENTATIONS AND WARRANTIES OF ICC. ICC represents and warrants to the Company and the Sellers as follows:
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REPRESENTATIONS AND WARRANTIES OF ICC. ICC represents and warrants to Parent and Sub as follows, which representations and warranties shall survive the Closing in accordance with Section 9.1.
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Related to REPRESENTATIONS AND WARRANTIES OF ICC

  • 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.