Representations and Warranties of ICP Sample Clauses

Representations and Warranties of ICP. In order to induce the Company to enter into this Agreement and to sell the Warrants, ICP hereby represents and warrants to the Company as follows: (a) ICP is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware. The Company (i) has full power and authority to own and operate its properties and assets and to conduct and carry on its business as it is now being conducted and operated, and (ii) is duly qualified to do business and is in good standing, and is duly licensed, authorized or qualified to transact or conduct business, in each jurisdiction in which the ownership or lease of real property or the conduct of its business requires it to be so licensed, authorized or qualified. (b) This Agreement constitutes ICP's valid and legally binding obligation, enforceable in accordance with its terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. ICP represents that it has full power and authority to enter into this Agreement. (c) The Warrants and the shares of the Company's capital stock issuable upon exercise of the Warrants (collectively, the "Securities") will be acquired for investment for ICP's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Act. (d) ICP is an "accredited investor" within the meaning of Regulation D promulgated under the Act. (e) ICP understands that the Securities are characterized as "restricted securities" under the Act and Rule 144 promulgated thereunder inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under the Act and applicable regulations thereunder such securities may not be resold without registration under the Act only in certain limited circumstances. The certificates for such Warrants shall contain a legend indicating such restriction on transferability.
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Representations and Warranties of ICP. As of the date hereof and except as otherwise disclosed in ICP's SEC Reports or the Disclosure Schedule, ICP hereby represents and warrants to UTC and UTCSub as follows and acknowledges that they are relying upon these representations and warranties in connection with the entering into of this Agreement:
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Representations and Warranties of ICP. ICP hereby makes to A&C all of the representations and warranties set forth in this Article III:
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Representations and Warranties of ICP. 17 SECTION 3.1 Organization, Good Standing and Authority of ICP.................................... 17 SECTION 3.2 Articles of Incorporation; Bylaws; Minute Books........................................ 17 SECTION 3.3 Due Authorization, Execution and Delivery............................................ 18 SECTION 3.4 Title to Shares; Capitalization; etc................ 18 SECTION 3.5 Subsidiaries........................................ 19 SECTION 3.6 Consents; No Conflict............................... 19 SECTION 3.7
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Related to Representations and Warranties of ICP

  • 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.