Representations and Warranties of Inner Spirit Sample Clauses

Representations and Warranties of Inner Spirit. Inner Spirit represents and warrants to and in favour of PubCo as follows and acknowledges that PubCo is relying upon such representations and warranties in connection with the matters contemplated by this Agreement: (a) Inner Spirit and each Inner Spirit Subsidiary is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has the requisite corporate power and capacity to own or lease its property and assets and to carry on its business as it is now being conducted. Inner Spirit and each Inner Spirit Subsidiary is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on Inner Spirit or the Inner Spirit Subsidiary. Copies of the Inner Spirit Governing Documents and the Inner Spirit Subsidiary Governing Documents provided to PubCo, together with all amendments to date, are accurate and complete as of the date hereof and have not been amended or superseded; (b) Inner Spirit has the requisite corporate power and authority to enter into this Agreement and to perform and carry out its obligations hereunder; the execution and delivery of this Agreement and the consummation by Inner Spirit of the transactions contemplated hereby have been duly authorized by Inner Spirit's board of directors and no other corporate proceedings on the part of Inner Spirit are or will be necessary to authorize this Agreement and the transactions contemplated hereby (other than approval of the Inner Spirit Shareholders and obtaining director approval for the Information Circular, as applicable); this Agreement has been duly executed and delivered by Inner Spirit and constitutes the legal, valid and binding obligation of Inner Spirit enforceable against Inner Spirit in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity; (c) neither the execution and delivery of this Agreement by Inner Spirit, the consummation by Inner Spirit of the transactions contemplated hereby nor compliance by Inner Spirit with any of the provisions hereof will: (i) subject to receipt any required third party approvals, violate, conflict with, or result in breach...
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Representations and Warranties of Inner Spirit. As of the date hereof, Inner Spirit hereby represents and warrants to SugarBud the following matters, and acknowledges that SugarBud is relying upon such representations and warranties in connection with the entering into of this Agreement and the performance of its obligations hereunder:
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Representations and Warranties of Inner Spirit. As of the date hereof, Inner Spirit hereby represents and warrants to CBW the following matters, and acknowledges that CBW is relying upon such representations and warranties in connection with the entering into of this Agreement and the performance of its obligations hereunder:
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Related to Representations and Warranties of Inner Spirit

  • 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows: