REPRESENTATIONS AND WARRANTIES OF PBC Clause Samples

The "Representations and Warranties of PBC" clause sets out the specific statements of fact and assurances that the Public Benefit Corporation (PBC) makes to the other party in an agreement. These may include confirmations about the PBC's legal status, authority to enter into the contract, compliance with laws, ownership of assets, or absence of undisclosed liabilities. By providing these representations and warranties, the PBC 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.
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REPRESENTATIONS AND WARRANTIES OF PBC. PBC hereby represents and warrants to Collateral Agent that as of the date hereof: (a) PBC is a limited liability company duly formed and validly existing under the laws of Delaware; (b) PBC has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by PBC will not violate or conflict with the organizational documents of PBC, any material agreement binding upon PBC or any law, regulation or order or require any consent or approval which has not been obtained; (d) this Agreement is the legal, valid and binding obligation of PBC, enforceable against PBC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; (e) PBC is the sole owner, beneficially and of record, of the PBC Debt; and (f) PBC agrees that it shall be the sole Buyer of the PBC Note.’
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REPRESENTATIONS AND WARRANTIES OF PBC. PBC represents and warrants to GBB as follows:
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REPRESENTATIONS AND WARRANTIES OF PBC. PBC represents and warrants to the Company that the statements contained in this Article 3 are true and correct as of the date hereof, subject to the exceptions specifically disclosed in writing in the disclosure letter supplied by PBC to the Company dated as of the date hereof and certified by a duly authorized officer of PBC (the "PBC Schedules").
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REPRESENTATIONS AND WARRANTIES OF PBC. PBC hereby represents and warrants to BancorpSouth as follows:
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REPRESENTATIONS AND WARRANTIES OF PBC. PBC represents and warrants to Stuart as follows: (a) That it is duly incorporated in the State of Nevada and has the power to enter into this Agreement. (b) That, except as set forth in Paragraph 16(b), it is the sole owner or exclusive licensee of all necessary software, patents, copyrights, technology and other intellectual property (collectively, "Intellectual Property") necessary to manufacture the Devices. (c) That is has not licensed a third party otherwise consented to use of the Intellectual Property by a third party in the Marketing Area or the Manufacturing Area except for certain agreements or understandings with PBC distributors which entitle PBC to collect at least fifty percent (50%) of the gross revenue from such territories.
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Related to REPRESENTATIONS AND WARRANTIES OF PBC

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, 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:

  • 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: