Representations and Warranties of Leucadia Sample Clauses

The "Representations and Warranties of Leucadia" clause sets out the specific statements of fact and assurances that Leucadia makes to the other party in the agreement. These may include affirmations about Leucadia’s legal authority to enter into the contract, its financial condition, ownership of assets, or compliance with laws. By providing these representations and warranties, Leucadia assures the other party of certain key facts at the time of signing, thereby allocating risk and establishing a basis for potential remedies if any of the statements prove to be false.
Representations and Warranties of Leucadia. Except as disclosed in the Reports filed with or furnished to the SEC by Leucadia prior to the date hereof, Leucadia represents and warrants to, and agrees with, Jefferies, as of the date hereof (or as of such earlier date in the case of any representation or warranty expressly made as of an earlier date), as follows:
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Representations and Warranties of Leucadia. Leucadia hereby represents and warrants to the Company as of the date hereof and as of the Effective Time that: (a) Leucadia is a corporation duly organized, validly existing and in good standing under the Laws of the State of New York. The execution, delivery and performance by Leucadia of this Agreement and the consummation by Leucadia of the transactions contemplated hereby are within the powers of Leucadia and have been duly authorized by all necessary action. This Agreement has been duly and validly executed and delivered by Leucadia and assuming due execution and delivery by the Company, this Agreement constitutes a valid and binding Agreement of Leucadia enforceable against it in accordance with its terms. (b) The execution, delivery and performance by Leucadia of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of formation or operating agreement of Leucadia or its Subsidiaries, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Leucadia or its Subsidiaries are entitled under any provision of any agreement or other instrument binding on Leucadia or (iv) result in the imposition of any lien (other than pursuant to this Agreement) on any asset of Leucadia or any of its Subsidiaries (including the Common Stock).
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Representations and Warranties of Leucadia. In order to induce Inmet to enter into this Agreement, Leucadia represents and warrants to the Purchaser Parties (and acknowledges that the Purchaser Parties are relying on these representations and warranties in connection with the execution of this Agreement and the transactions contemplated hereby) that:
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Representations and Warranties of Leucadia. LEUCADIA hereby represents and warrants to the Company, as of the date hereof and as of the Effective Date, as follows: (a) Organization and Standing of LEUCADIA. LEUCADIA is a corporation duly incorporated, existing and in good standing under the laws of the jurisdiction of its incorporation.
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Representations and Warranties of Leucadia. 9 3.2 Representations and Warranties of the Purchaser Parties 12 3.3 Survival of the Representations, Warranties and Covenants 15 4.1 Conditions for the Benefit of the Purchaser Parties 15 4.2 Conditions for the Benefit of Leucadia 17 4.3 Procedure for Satisfaction of the Conditions 19 4.4 Termination; Effect of Termination 19 4.5 Specific Performance 19 5.1 Continued Securities Compliance 20 5.2 Tax Status 20 6.1 Indemnity of Leucadia 20 6.2 Purchaser Parties’ Indemnities 20 6.3 Commissions 21 6.4 Exclusive Remedies 21 6.5 Limitation of Liability of Leucadia 21 6.6 Limitation of Liability of the Purchaser Parties 21
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Related to Representations and Warranties of Leucadia

  • Representations and Warranties of Lessee As of the Effective Date hereof, each Lessee represents and warrants to the Lessor as follows: (a) Lessee is duly organized and validly existing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessee. (b) This Amendment has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by creditors rights, laws and general principles of equity. (c) Lessee is solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in default in the payment of any taxes levied or assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee's condition, financial or otherwise, or Lessee's prospects or the Leased Property. (d) No consent, approval or other authorization of, or registration, declaration or filing with, any governmental authority is required for the due execution and delivery of this Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

  • Representations and Warranties of Lessor Lessor represents and warrants for the benefit of DIR and each Lessee: (a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions; (b) The MOLA and each Schedule executed in conjunction to this MOLA have been duly authorized, executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor, enforceable with respect to the obligations of Lessor herein in accordance with their terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MOLA or any Schedule; (d) The entering into and performance of the MOLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon the assets of Lessor, including the Hardware or Software leased under the MOLA and Schedules thereto, pursuant to any instrument to which Lessor is a party or by which it or its assets may be bound; (e) To the best of Lessor’s knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MOLA or any Schedule; (f) Lessor acknowledges that DIR and any Lessee that is a state agency, as government agencies, are subject to the Texas Public Information Act, and that DIR and Lessees that are state agencies will comply with such Act, including all opinions of the Texas Attorney General's Office concerning this Act.

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • 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: