REPRESENTATIONS AND WARRANTIES OF PCI Sample Clauses

The "Representations and Warranties of PCI" clause sets out specific statements and assurances made by PCI regarding its authority, capacity, and the accuracy of information relevant to the agreement. Typically, this clause covers matters such as PCI’s legal status, compliance with laws, ownership of assets, and absence of undisclosed liabilities. By including these representations and warranties, the clause provides the other party with confidence in PCI’s ability to fulfill its obligations and serves as a basis for recourse if any statements prove to be false, thereby allocating risk and ensuring transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF PCI. PCI represents and warrants to Nextel that:
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REPRESENTATIONS AND WARRANTIES OF PCI. 26 2.1 Corporate Organization. . . . . . . . . . . . . . . . . . . . 26 2.2
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REPRESENTATIONS AND WARRANTIES OF PCI. Except as set forth in the applicable section of the disclosure schedule delivered by PCI to SI prior to the execution of this Agreement (the "PCI Disclosure Schedule"), PCI represents and warrants to SI as follows:
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REPRESENTATIONS AND WARRANTIES OF PCI. PCI represents and warrants to SPC as follows:
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REPRESENTATIONS AND WARRANTIES OF PCI. PCI represents and warrants to AI that:
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REPRESENTATIONS AND WARRANTIES OF PCI. PCI hereby represents and warrants to Synergy that:
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REPRESENTATIONS AND WARRANTIES OF PCI. PCI represents and warrants to Acquiror as follows: (a) PCI has the necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by PCI and the consummation by PCI of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of PCI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by PCI and, assuming the due authorization, execution and delivery by Acquiror, constitutes a legal, valid and binding obligation of PCI, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally and by the application of general principles of equity. (b) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not conflict with or violate any law, regulation, court order, judgment or decree applicable to PCI or by which the property of PCI is bound or affected, or conflict with or result in any breach of or constitute a default under any contract or agreement to which PCI is a party or by which PCI or its properties are bound or affected, which conflict, violation, breach or default would adversely affect PCI's ability to perform its obligations under this Agreement. (c) Seventeen million two hundred ninety-three thousand five hundred seventy-eight (17,293,578) shares of Class B Common Stock, par value $.01 per share, of the Company (the "Shares") are the only shares of voting stock owned beneficially or of record by PCI and PCI holds no options, warrants, or other rights to acquire shares of any class of capital stock of the Company. PCI has the sole power respecting voting and transfer of the Shares. The Shares and the certificates representing such Shares are now, and at all times during the term hereof will be, owned beneficially and of record by PCI, free and clear of all liens, claims, security interests, proxies, options, warrants or other rights, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereun...
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Related to REPRESENTATIONS AND WARRANTIES OF PCI

  • 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 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 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: