REPRESENTATIONS AND WARRANTIES OF OPCO Clause Samples

The "Representations and Warranties of OpCo" clause sets out the specific statements of fact and assurances that the operating company (OpCo) makes to the other party in a contract. These may include confirmations about OpCo’s legal status, authority to enter into the agreement, compliance with laws, ownership of assets, or absence of undisclosed liabilities. By providing these representations and warranties, OpCo gives the other party confidence in the accuracy of key information and allocates risk if any of the statements prove to be untrue, thereby supporting trust and transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF OPCO. OpCo represents and warrants as of the date hereof and as of the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES OF OPCO. OPCO hereby represents and -------------------------------------- warrants to Wyndham as follows: (a) OPCO has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by OPCO have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of OPCO are necessary to authorize this Agreement or to consummate the transactions hereunder. This Agreement has been duly and validly executed and delivered by OPCO and, assuming the due authorization, execution and delivery hereof by Wyndham, constitutes the legal, valid and binding obligation of OPCO, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and by equitable principles to which the remedies of specific performance and injunctive and similar forms of relief are subject. (b) The Issuable Shares, when issued, sold and delivered in accordance with this Agreement, will be validly issued, outstanding, fully paid and nonassessable, and free and clear of any and all liens, pledges, encumbrances, charges or claims created by OPCO, and not subject to preemptive or any other similar rights. (c) The execution and delivery of this Agreement by OPCO does not, and the performance of its obligations hereunder and the consummation of the subscription by it will not, (A) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of OPCO or any of its subsidiaries, (B) conflict with, violate or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, the Pairing Agreement as amended in accordance with the terms thereof, (C) subject to the making of the filings and obtaining the approvals identified herein or in the Merger Agreement, conflict with or violate any Laws applicable to OPCO or any of its subsidiaries or by which any property or asset of OPCO or any of its subsidiaries is bound or affected, or (D) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss or modification in a manner materially adverse to OPCO or its subsidiaries of any material right or benefit under, or give to ot...
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REPRESENTATIONS AND WARRANTIES OF OPCO. OPCo represents and warrants to the several Underwriters that: (a) OPCo, in its capacity as co-registrant and sponsor with respect to the Bonds, meets the requirements to use Form S-3 under the Securities Act and has filed with the Commission Registration Statement Nos. 333-188745 and ▇▇▇-▇▇▇▇▇▇-▇▇ for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Registration Statement Nos. 333-188745 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of OPCo, threatened by the Commission. (i) At the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Bonds and (ii) at the date hereof, OPCo was not and it is not an “ineligible issuer”, as defined in Rule 405 under the Securities Act. (c) At the time the Registration Statement initially became effective, at the time of each amendment (whether by post-effective amendment, incorporated report or form of prospectus) and on the Effective Date relating to the Bonds, the Registration Statement fully complied, and the Final Prospectus, both as of its date and at the Closing Date, and the Indenture, at the Closing Date, will fully comply in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act, and, in each case, the applicable instructions, rules and regulations of the Commission thereunder; the Registration Statement, at the date it initially became effective and at the Effective Date, did not contain an untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading; the Final Prospectus, both as of its date and at and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading; provided, that the foregoing representations and warranties in this paragraph (c) shall not apply to statements or omissions made in reliance upon and in conformity with any Underwriter Information or to any statements in or omissions from any Statement of Eligibility ...
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REPRESENTATIONS AND WARRANTIES OF OPCO. As of the date hereof, OPCO represents and warrants to the Investor and acknowledges that the Investor is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement.
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REPRESENTATIONS AND WARRANTIES OF OPCO. Opco represents and warrants that as of the Effective Date: (a) It is duly formed, validly existing and in good standing under the laws of the state of its formation; (b) This Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the rights of creditors generally and (ii) general principles of equity; and (c) The execution, delivery and performance of this Agreement have been duly authorized by all requisite action and do not and will not conflict with or result in the violation of: (i) any provisions of its organizational documents, (ii) any Law to which it is subject or (iii) any material agreement or instrument to which it is a party or by which it, its property or its assets are bound or affected.
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REPRESENTATIONS AND WARRANTIES OF OPCO. OpCo represents and warrants to each of the Purchasers that the statements in this Section 4.2 are true, correct and complete as of the Signing Date and at and as of each Milestone Date:
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REPRESENTATIONS AND WARRANTIES OF OPCO. 36 Section 4.01. Making of Representations and Warranties; Certain Definitions.....................................................36 Section 4.02. Organization and Corporate Power..........................36 Section 4.03. Authority.................................................37 Section 4.04. Investment Banking; Brokerage.............................38 Section 4.05. Litigation................................................38 Section 4.06. OpCo SEC Filings..........................................39 Section 4.07. Reservation of OpCo Common Stock..........................39 Section 4.08. Absence of Certain Developments...........................39 Section 4.09. Related Party Transactions................................39 Section 4.10. Information Supplied to CHCI..............................40 Section 4.11. Tax Matters...............................................40 Section 4.12. Net Worth.................................................40
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REPRESENTATIONS AND WARRANTIES OF OPCO. OpCo hereby represents and warrants to Holdco 3 that: (a) OpCo is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to execute and deliver this Agreement and to perform all of the transactions contemplated by this Agreement to be performed by it. (b) The execution and delivery by OpCo of this Agreement, and the consummation of the transactions contemplated to be performed by OpCo, have been duly authorized by all necessary corporate action on the part of OpCo and this Agreement will, when executed and delivered by Holdco 3, constitute a valid and binding obligation of OpCo, enforceable against OpCo in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditor rights and by general equitable principles. (c) The execution and delivery by OpCo of this Agreement is not restricted or prohibited by any other agreement, contract or understanding to which OpCo may be a party. (d) The authorized capital stock of OpCo consists of 2,200 shares of common stock, par value $0.01 per share (the "Common Stock"). On the date hereof and assuming the issuance of the Shares, 1,192 shares of Common Stock will be issued and outstanding. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and, upon receipt of the Purchase Price and the issuance of the Shares, the Shares will be duly authorized, validly issued, fully paid and non-assessable. Upon the issuance of the Shares to Holdco 3 against payment of the Purchase Price as provided in this Agreement, Holdco 3 will have good and valid title to the Shares and sole and unrestricted voting power and power of disposition with respect thereto.
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Related to REPRESENTATIONS AND WARRANTIES OF OPCO

  • 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 THE BANK AND THE BANK (DELAWARE). The Bank and the Bank (Delaware), each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States; The Bank (Delaware) is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and The Bank (Delaware), as Delaware Trustee, fulfills for the trust the statutory requirements of Section 3807 of the Delaware Business Trust Act; (b) each of the Bank and the Bank (Delaware) has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and the Bank (Delaware) and constitutes the valid and legally binding agreement of the Bank and the Bank (Delaware) enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance by each of the Bank and the Bank (Delaware) of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and the Bank (Delaware), respectively, and do not require any approval of stockholders of the Bank or the Bank (Delaware) and such execution, delivery and performance will not (i) violate the Bank's or the Bank's (Delaware) Charter or By-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank or the Bank (Delaware) Trustee, as the case may be, is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the corporate, banking or trust powers of the Bank or the Bank (Delaware) (as appropriate in context) or any order, judgment or decree applicable to the Bank or the Bank (Delaware); (e) neither the authorization, execution or delivery by the Bank or the Bank (Delaware) of this Trust Agreement nor the consummation of any of the transactions by the Bank or the Bank (Delaware) (as the case may be) contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing Federal law governing the corporate, banking or trust powers of the Bank or the Bank (Delaware), as appropriate in context, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best of each of the Bank's and the Bank's (Delaware) knowledge, threatened against or affecting the Bank or the Bank (Delaware) in any court or before any governmental authority, agency or arbitration board or

  • 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 PARENT Parent hereby represents and warrants to the Stockholders as follows: