REPRESENTATIONS AND WARRANTIES OF IPEC Sample Clauses

The "Representations and Warranties of IPEC" clause sets out the specific statements and assurances that IPEC makes regarding its authority, capacity, and the accuracy of information relevant to the agreement. Typically, this clause covers matters such as IPEC's legal existence, its power to enter into the contract, and the truthfulness of any disclosures or documents provided. By including these representations and warranties, the clause ensures that the other party can rely on IPEC's statements, thereby allocating risk and providing a basis for recourse if any of the representations prove to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF IPEC. IPEC hereby -------------------------------------- represents and warrants to ▇▇▇▇▇▇▇▇ on the date hereof, on the Closing Date, on the date any Preferred Share is converted (each a "Conversion Date") and on each Warrant Exercise Date (as defined in Annex B hereto), except as disclosed in the Schedule of Disclosure attached hereto as Annex C, as follows: a. IPEC has been duly incorporated and is validly existing in good standing under the laws of Delaware, or, after the Closing Date if another entity has succeeded IPEC in accordance with the terms hereof, under the laws of one of the United States. b. The execution, delivery and performance of this Agreement (including the issuance of the Preferred Shares) and the Warrant by IPEC have been duly authorized by all requisite corporate action and no further consent or authorization of IPEC, its Board of Directors or its stockholders is required. This Agreement and the Warrant have been duly executed and delivered by IPEC and, when duly authorized, executed and delivered by ▇▇▇▇▇▇▇▇, will be valid and binding agreements enforceable against IPEC in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. c. IPEC has full corporate power and authority necessary to execute and deliver this Agreement and the Warrant and to perform its obligations hereunder (including the issuance of the Preferred Shares) and thereunder. d. No consent, approval, authorization or order of any court, governmental agency or other body is required for the execution and delivery by IPEC of this Agreement and the Warrant or the performance by IPEC of any of its obligations hereunder (including the issuance of the Preferred Shares) or thereunder. e. Neither the execution and delivery by IPEC of this Agreement and the Warrant nor the performance by IPEC of any of its obligations hereunder or thereunder: (1) violates, conflicts with, results in a breach of, or constitutes a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the Certificate of Incorporation or by-laws of IPEC or any of its subsidiaries or any Certificate of Designation relating to any securities of IPEC or any of its subsidiaries, (B) any decree, judgment, order, law, treaty, rule, regulation or determination of which IPEC...
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REPRESENTATIONS AND WARRANTIES OF IPEC. Except as expressly set forth and specifically identified by the section number of this Agreement in the schedule delivered by IPEC to GHI contemporaneously with the execution of this Agreement (the "IPEC DISCLOSURE SCHEDULE"), IPEC represents, warrants, and covenants to GHI as follows:
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REPRESENTATIONS AND WARRANTIES OF IPEC. 8 Section 2.1. Organization of IPEC.................................. 8 Section 2.2. IPEC Capital Structure................................ 9 Section 2.3. Obligations With Respect to Capital Stock............. 11 Section 2.4. Authority...........................................
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REPRESENTATIONS AND WARRANTIES OF IPEC. IPEC represents and warrants to SpeedFam and Merger Sub, subject to the exceptions specifically disclosed in writing in the disclosure letter supplied by IPEC to SpeedFam dated as of the date hereof and certified by a duly authorized officer of IPEC (the "IPEC Schedules"), as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF IPEC

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • 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 ▇▇▇▇▇▇ 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.