Representations and Warranties of IMC Clause Samples

Representations and Warranties of IMC. Except as may be disclosed in its reports filed with the SEC pursuant to the Exchange Act, IMC hereby represents and warrants to PLP, PRP-GP and FMRP as follows:
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Representations and Warranties of IMC. IMC hereby represents and warrants to Navasota, and acknowledges that Navasota is relying upon such representations and warranties in connection with the entering into of this Agreement, as follows: (a) IMC has been duly incorporated and is validly existing under the laws of the State of Israel and, except as listed in the Disclosure Letter, is current and up-to-date with all filings required to be made by it in such jurisdiction; (b) Each of the IMC Subsidiaries has been duly incorporated and is validly existing under the laws of its jurisdiction of formation and is current and up-to-date with all filings required to be made by it in such jurisdiction, and all of the issued shares in the capital of each of the IMC Subsidiaries are owned directly or indirectly by IMC, free and clear of any pledge, lien, security interest, charge, claim or encumbrance or in relation to inter- corporate security; (c) IMC has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement; (d) the authorized capital of IMC consist of 20,000,000 IMC Shares, of which, at the date hereof, there are 12,282,749 IMC Shares issued and outstanding; except for such IMC Shares and the IMC Convertible Securities, IMC has no other securities issued and outstanding at the date hereof; (e) neither IMC nor any one of the IMC Subsidiaries is a party to and has not granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any IMC Shares or any shares of any one of the IMC Subsidiaries, or securities convertible into or exchangeable for IMC Shares or shares of any IMC Subsidiary other than under the terms of the IMC Restructuring Documents and the IMC Convertible Securities; (f) IMC is not a reporting issuer nor an associate of any reporting issuer (as defined in the Securities Act (Ontario) or the Securities Act of any other province of Canada) and the IMC Shares do not trade on any exchange, including, without limitation, the Tel Aviv Stock Exchange; (g) except as listed in the Disclosure Letter, IMC and each of the IMC Subsidiaries has all requisite corporate capacity, power and authority, and possesses all certificates, authority, permits and licenses issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducte...
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Representations and Warranties of IMC. Except (i) as set forth in the IMC Disclosure Schedule, regardless of whether the relevant section herein refers to the IMC Disclosure Schedule, (ii) as specifically disclosed in any reports filed by IMC or PLP as part of the IMC SEC Documents or the PLP SEC Documents, respectively, filed with the SEC prior to the date of this Agreement or (iii) as expressly contemplated by this Agreement, IMC represents and warrants to Newco, Cargill and CFI as follows:
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Representations and Warranties of IMC. IMC hereby represents and warrants to Chemesis as follows: (a) it is a corporation incorporated and subsisting under the laws of British Columbia and has full capacity and authority to enter into this Agreement and, subject to obtaining the requisite approvals and consents contemplated hereby, to perform its obligations hereunder; (b) it has taken all corporate action necessary to authorize the execution and delivery, and the performance of the provisions, of this Agreement and this Agreement has been duly authorized by it; (c) neither the execution and delivery of this Agreement nor the performance of any of its obligations hereunder will constitute a material default under, or be in any material contravention or breach of: (i) any provision of its articles and notice of articles; (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it; or (iii) any agreement or instrument to which it is a party or by which it is bound; and (d) no dissolution, winding-up, bankruptcy, liquidation or similar proceedings have been commenced or are pending or proposed in respect of it.
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Representations and Warranties of IMC. IMC represents and warrants to PINV that:
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Representations and Warranties of IMC. 5.01 Organization, Standing and Corporate Power 5.02 Subsidiaries; Jointly Owned Enterprises 5.03 Capital Structure 5.04 Authority; Noncontravention
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Representations and Warranties of IMC. IMC represents and warrants to Gruma as follows:
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Related to Representations and Warranties of IMC

  • 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.