REPRESENTATIONS AND WARRANTIES OF ICM Sample Clauses

REPRESENTATIONS AND WARRANTIES OF ICM. ICM represents and warrants to each of BSI and Sassoon as follows: a. ICM is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. ICM has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been duly executed and delivered and is the valid and binding obligation of ICM enforceable in accordance with its terms. b. ICM has all power and authority necessary to enable it to carry out the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by it have been authorized by all necessary corporate action on the part of ICM, including shareholder approval, if required. Neither the execution and delivery of this Agreement by ICM nor the consummation of the transactions contemplated by this Agreement will violate, result in a breach of, or constitute a default under, any agreement or instrument to which ICM is a party or by which ICM is bound, or any order, rule or regulation of any court or governmental agency having jurisdiction over ICM. c. No governmental filings, authorizations, approvals or consents are required to permit ICM to fulfill all its obligations under this Agreement. d. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Articles of Incorporation or By-Laws of ICM; (ii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both) a default under any contract or other agreement to which ICM is a party; (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon ICM, or upon the properties or business of ICM; or (iv) violate any statute, law or regulation of any jurisdiction applicable to ICM.
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REPRESENTATIONS AND WARRANTIES OF ICM. ICM hereby makes the following representations and warranties to the Company, and agrees to carry out the covenants and agreements hereinafter set forth:
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REPRESENTATIONS AND WARRANTIES OF ICM. 4.1 ICM represents and warrants to Borrower that:
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Related to REPRESENTATIONS AND WARRANTIES OF ICM

  • 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.