REPRESENTATIONS AND WARRANTIES OF IPC Sample Clauses

The "Representations and Warranties of IPC" clause sets out the specific statements and assurances that IPC, as a party to the agreement, makes regarding its authority, capacity, and the accuracy of information provided. Typically, this clause covers matters such as IPC’s legal status, compliance with laws, ownership of assets, and absence of undisclosed liabilities. By clearly outlining these representations and warranties, the clause allocates risk and provides the other party with a basis for relying on IPC’s statements, thereby reducing the likelihood of disputes arising from misinformation or misrepresentation.
REPRESENTATIONS AND WARRANTIES OF IPC. IPC hereby represents and warrants to each Shareholder as follows:
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REPRESENTATIONS AND WARRANTIES OF IPC. IPC represents and warrants to Lightstone that the representations and warranties of IPC in section 4.1 of the Investment Agreement are true and correct on the date hereof as if made of the date hereof except to the extent made as of a previous date, such representations and warranties to survive execution and delivery of this Agreement.
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REPRESENTATIONS AND WARRANTIES OF IPC. (a) IPC represents and warrants to the Company and to the other Investors as follows: (i) San Francisco has full power and legal right to execute and deliver the License Agreement to which it is a party and to perform its obligations thereunder. (ii) San Francisco is a validly existing organization, duly organized under the laws of Brazil. (iii) San Francisco has taken all action necessary for the authorization, execution, delivery, and performance of the License Agreement to which it is a party and its obligations thereunder, and, upon execution and delivery by it, the License Agreement shall constitute its valid and binding obligation, enforceable against San Francisco in accordance with its terms and conditions, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to the enforcement of creditors' rights generally.
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REPRESENTATIONS AND WARRANTIES OF IPC. 4.1 IPC represents and warrants as follows to Lightstone, such representations and warranties to survive execution and delivery of this Agreement: 4.1.1 IPC exists as a limited liability company under Delaware law and has the corporate power to enter into and perform its obligations under this Agreement, which has been validly authorized by all necessary corporation action on the part of IPC. 4.1.2 This Agreement has been validly executed and delivered on behalf of IPC and is valid, binding and enforceable in accordance with its terms against IPC, subject only to normal qualifications as to the availability of equitable remedies and the effects of bankruptcy, insolvency and similar laws. 4.1.3 All outstanding shares of IPC are indirectly held by IPC US Real Estate Investment Trust and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. 4.1.4 IPC is an accredited investor as defined in the Securities Act of 1933, as amended, will acquire the securities that are the subject matter hereof for its own account, for investment and not with a view to the distribution or resale thereof and understands that: (a) none of such securities have been registered under the Securities Act of 1933, as amended or any applicable securities or "blue sky" law of any state or other jurisdiction; and (b) a transfer of such securities may not be made unless the securities being so transferred have been registered under such laws or an exemption from such registration is available.
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REPRESENTATIONS AND WARRANTIES OF IPC. IPC represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF IPC. IPC represents and warrants to each Underwriter that: (a) IPC has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to carry on its business as described in the Prospectus and to own, lease and operate its properties, and is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, prospects, financial condition or results of operations of IPC and its subsidiaries, taken as a whole. (b) IPC is not in violation of (A) its charter or by-laws or (B) in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which IPC or any of its subsidiaries is a party or by which IPC or any of its subsidiaries or their respective property is bound, except in the case of this clause (B) for nay defaults which, singly or in the aggregate, would not have a Material Adverse Effect or impair the power, authority or ability of the Company to consummate the transactions contemplated by this Agreement. (c) The execution, delivery and performance of this Agreement by IPC, the compliance by IPC with all the provisions hereof and the consummation of the transactions contemplated hereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, (A) the charter or by-laws of IPC or (B) any indenture, loan agreement, mortgage, lease or other agreement or instrument to which IPC or any of its subsidiaries is a party or by which IPC or any of its subsidiaries or their respective property is bound, (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over IPC, any of its subsidiaries or their respective property or (iv) result in the suspension, termination or revocation of any Authorization of IPC or any other im...
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Related to REPRESENTATIONS AND WARRANTIES OF IPC

  • 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.