REPRESENTATIONS AND WARRANTIES OF NRC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF NRC. NRC represents and warrants to INAT as follows:
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REPRESENTATIONS AND WARRANTIES OF NRC. NRC hereby represents and warrants to Investor as of the date hereof and as of the date of the Closing ("Closing Date") as follows: (a) NRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business as now being conducted and to own or lease the assets and properties it now owns or holds under lease. (b) Subject to Stockholder Approval (as hereinafter defined), NRC has full corporate power and authority to execute and deliver this Agreement and to issue the Purchase Shares and to consummate the transactions contemplated on its part hereby. (c) Prior to the date hereof, the Board of Directors of NRC has duly approved this Agreement and has duly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by NRC and constitutes the legal, valid and binding obligation of NRC enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (collectively, the "Enforceability Exceptions"). Upon Closing, the Purchase Shares will have been duly authorized by NRC and validly issued, fully paid and nonassessable. (d) The authorized capital stock of NRC consists of 40,000,000 NRC Shares as of the date of this Agreement, 19,838,408 NRC Shares being issued and outstanding as of the date hereof and 1,915,113 NRC Shares being reserved for issuance as of the date hereof upon the exercise of currently outstanding options, warrants and other securities convertible into NRC Shares, all of which are described in the Company's Form 10-K for the year ended December 31, 1995 ("Form 10-K") and the Company's Form 10-Q for the quarter ended June 30, 1996 ("Form 10-Q"). All of the issued and outstanding NRC Shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in the Form 10-K and Form 10-Q, as of the date of this Agreement, there are no preemptive rights, options, warrants, calls, commitments or agreements of any nature to which the Company or any subsidiary or affiliate is a party or by which any of them is bound calling for the issuance or sale of shares of any class of capital stock of NRC or securities convertible into or ...
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REPRESENTATIONS AND WARRANTIES OF NRC. NRC represents, warrants, covenants and agrees to and with the Company that:
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REPRESENTATIONS AND WARRANTIES OF NRC. NRC represents and warrants to Candie's as follows:
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REPRESENTATIONS AND WARRANTIES OF NRC. As an inducement to Company and the Holders to execute and deliver this Agreement, NRC makes the following representations and warranties to Company and the Holders, each of which is true and correct on the date hereof, shall be unaffected by any investigation heretofore made by Company or the Holders, or any knowledge of Company and the Holders, and shall survive the consummation of the transactions provided for herein.
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REPRESENTATIONS AND WARRANTIES OF NRC. NRC represents and warrants to Price that:
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REPRESENTATIONS AND WARRANTIES OF NRC. NRC represents and warrants to Aptec and Newco as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF NRC

  • 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.