REPRESENTATIONS AND WARRANTIES OF MAGELLAN Sample Clauses

The 'Representations and Warranties of Magellan' clause sets out the specific statements and assurances that Magellan makes to the other party in a contract. These may include confirmations about Magellan’s legal authority to enter into the agreement, the accuracy of its financial statements, or the absence of undisclosed liabilities. By clearly outlining these representations, the clause provides a basis for the other party to rely on Magellan’s disclosures and protects against misrepresentation, thereby allocating risk and ensuring transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF MAGELLAN. Magellan represents and warrants to OpCo, as of the date hereof as follows:
View SourceView Similar (3)
REPRESENTATIONS AND WARRANTIES OF MAGELLAN. Except as disclosed in (i) the disclosure letter delivered by Magellan to One Stone (the “Magellan Disclosure Schedule”) prior to the execution of this Agreement (provided that disclosure in any section of the Magellan Disclosure Schedule shall be deemed to be disclosure with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or cross reference thereto), (ii) the Unaudited Poplar Financial Statements (including any related notes thereto), and (iii) the SEC Filings (excluding any disclosure set forth in any risk factor section, any disclosure in any section relating to forward looking statements or any other statements that are predictive or primarily cautionary in nature other than, in each of the foregoing, any historical facts included therein), Magellan represents and warrants to One Stone that:
View SourceView Similar (3)
REPRESENTATIONS AND WARRANTIES OF MAGELLAN. Magellan represents and warrants to New Crescent as of the date hereof as follows:
View SourceView Similar (2)
REPRESENTATIONS AND WARRANTIES OF MAGELLAN. Magellan represents and warrants to Shareholder, as of the date hereof, as follows: 12.1 Magellan is a corporation duly organized, validly existing, and in good standing under the laws of Delaware. 12.2 Magellan has the full corporate power and authority to execute and deliver this Agreement, to perform hereunder, and to consummate the transactions contemplated hereby without the necessity of any act, approval or consent of any other person or entity whomsoever. The execution, delivery and performance by Magellan of this Agreement and each and every agreement, document and instrument provided for herein have been duly authorized and approved by the Board of Directors of Magellan. This Agreement, and each and every other agreement, document and instrument to be executed and delivered by Magellan in connection herewith constitute or will, when executed and delivered, constitute the valid and binding obligation of Magellan, enforceable against it in accordance with their respective terms. 12.3 The execution and delivery by Magellan of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate any provision of the charter or bylaws of Magellan, (b) violate, conflict with or result in a breach of any agreement, instrument or understanding to which Magellan is a party or to which any of its assets are subject or (c) violate any order, decree, judgment, statute, regulation, ordinance or other law or requirement to which the Magellan or any of its parents, subsidiaries or affiliates are subject. 12.4 No consent, approval, authorization, order, filing or registration by or with any person not a party to this Agreement or any governmental or quasi-governmental or regulatory agency is required to be obtained by Magellan with regard to the execution of this Agreement or of any other agreement or instrument contemplated herein or of the consummation of the transactions contemplated hereby or thereby.
View SourceView Similar (2)
REPRESENTATIONS AND WARRANTIES OF MAGELLAN. Magellan represents and warrants to each of the Stockholders that:
View Source
REPRESENTATIONS AND WARRANTIES OF MAGELLAN. Magellan represents and warrants to True Fiction as of the date of this Agreement and as of the Effective Time as follows:
View Source
REPRESENTATIONS AND WARRANTIES OF MAGELLAN. 26 Section 5A.1. Organization and Qualification.............................................26 ------------------------------ Section 5A.2 Authority Relative to the Merger...........................................26 -------------------------------- Section 5A.3 Consents and Approvals; No Violation.......................................26 ------------------------------------ Section 5A.4 No Material Impairment.....................................................27 ---------------------- Section 5A.5 Litigation.................................................................27 ---------- Section 5A.6 Brokers and Finders........................................................27 ------------------- Section 5A.7 Reorganization.............................................................28 -------------- Section 5A.8 Disclaimer of Additional and Implied Warranties............................28 -----------------------------------------------
View Source
REPRESENTATIONS AND WARRANTIES OF MAGELLAN. Magellan represents and warrants to Charter LLC, as of the date hereof as follows:
View Source
REPRESENTATIONS AND WARRANTIES OF MAGELLAN. Magellan represents and warrants to the Company as follows:
View Source

Related to REPRESENTATIONS AND WARRANTIES OF MAGELLAN

  • Representations and Warranties of Manager Manager hereby represents and warrants as follows:

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that: 3.1 It is a federally chartered savings bank whose principal office is in New Jersey. 3.2 It is and will remain registered with the U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act. 3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • 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.