Representations and Warranties of Issuers Clause Samples

The "Representations and Warranties of Issuers" clause requires the party issuing securities or entering into an agreement to formally state certain facts about itself, its business, and the transaction. Typically, this includes assurances regarding the issuer’s legal authority, financial condition, compliance with laws, and the accuracy of information provided to the other party. By setting out these statements, the clause provides a basis for the other party to rely on the issuer’s disclosures, helping to allocate risk and ensure transparency in the transaction.
Representations and Warranties of Issuers. Each Issuer hereby represents and warrants that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (except as the enforcement thereof may be limited by bankruptcy, reorganization, insolvency (including without limitation, all laws relating to fraudulent transfers), moratorium or other laws relating to or affecting creditors’ rights and remedies generally and except as the enforcement thereof is subject to equitable principles regardless of whether enforcement is considered in a proceeding at law or in equity). The execution, delivery and performance of this Agreement by the Issuers does not violate any applicable law or regulation to which the Issuers are subject and does not require the consent of any governmental or other regulatory body to which the Issuer is subject, except for such consents and approvals as have been obtained and are in full force and effect. The Issuers are, with respect to the Collateral they are delivering pursuant to this Agreement, the beneficial owners of such Collateral, free and clear of any Lien or claims of any Person (except for the security interest granted under this Agreement) and are the only entitlement holders (as defined in Section 8-102(a)(7) of the UCC) of the Escrow Account and the financial assets (as defined in Section 8-102(a) of the UCC).
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Representations and Warranties of Issuers. The Issuers represent and warrant, jointly and severally, to each Holder as of each of the date hereof that:
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Representations and Warranties of Issuers. The Issuers represent and warrant, jointly and severally, to the Purchaser as of the Closing Date that:
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Representations and Warranties of Issuers. All the representations and warranties of each of the Issuers in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier or other materiality qualifier, which shall be true and correct as written) at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, each of the Issuers shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Operative Documents.
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Representations and Warranties of Issuers. Each Issuer acting jointly and severally represents and warrants to each Purchaser and each Noteholder as of the date hereof that, except as qualified or otherwise disclosed in the Disclosure Schedule attached hereto:
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Representations and Warranties of Issuers. The Issuers, jointly and severally, represent and warrant to the Initial Purchasers that: (a) No order or decree preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum or any amendment or supplement thereto, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued and no proceeding, litigation or investigation for any such purpose has been commenced or is pending or, to the knowledge of any of the Issuers, is threatened.
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Representations and Warranties of Issuers. Each of the Issuers represents and warrants to the Purchasers as of the date hereof that:
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Representations and Warranties of Issuers. In connection with the purchase and sale of the ▇▇▇▇▇ Notes hereunder, Issuers (and with respect to (iii) below, THCR) each represent and warrant to ▇▇▇▇▇ now and as of the Closing Date as follows: (i) The ▇▇▇▇▇ Notes to be acquired by Issuers pursuant to this Agreement will be acquired for Issuers’ account and not with a view to, or an intention of, further distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws, and the ▇▇▇▇▇ Notes will not be disposed of in contravention of the Act or any applicable state securities laws; (ii) The execution, delivery and performance of this Agreement have been duly and validly authorized by the governing bodies of Issuers and this Agreement constitutes the legal, valid and binding obligation of Issuers, enforceable against each of them in accordance with its terms, and the execution, delivery and performance of this Agreement by Issuers does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which either Issuer is a party or any law, regulation judgment, order or decree to which either Issuer is subject and (iii) The Preferred Stock, when issued to ▇▇▇▇▇ hereunder, and the Common Stock issued upon the exchange therefor, shall have been duly authorized and shall constitute duly and validly issued, fully paid and non-assessable capital stock of THCR.
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Related to Representations and Warranties of Issuers

  • Representations and Warranties of Issuer The Issuer represents and warrants that: (a) the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof; (b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary corporate and statutory trust proceedings of any Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority, and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer; (c) this Terms Document is the valid, binding and enforceable obligations of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles; (d) to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it; (e) the Issuer is not required to be registered under the Investment Company Act; (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Issuer (A) asserting the invalidity of this Terms Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (C) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

  • 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: