Representations and Warranties of Prometheus Clause Samples

The 'Representations and Warranties of Prometheus' clause sets out the specific statements of fact and assurances that Prometheus, as a party to the agreement, affirms to be true at the time of signing. These may include assertions about Prometheus's legal authority to enter the contract, the accuracy of its financial statements, or the absence of undisclosed liabilities. By providing these representations and warranties, Prometheus allocates risk by assuring the other party of certain key facts, thereby fostering trust and reducing the likelihood of disputes over misrepresentation.
Representations and Warranties of Prometheus. Prometheus represents and warrants to GSK that:
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Representations and Warranties of Prometheus. Prometheus hereby represents and warrants to GSK that, as of the Effective Date:
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Representations and Warranties of Prometheus. Prometheus represents and warrants to the Buyer and to Lennar as follows: (a) Prometheus is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Prometheus has all power and authority necessary to enable it to enter into this Agreement and carry out the transactions contemplated by this Agreement. All actions necessary to authorize Prometheus to enter into this Agreement and carry out the transactions contemplated by it have been taken. This Agreement has been duly executed by Prometheus and is a valid and binding agreement of Prometheus, enforceable against Prometheus in accordance with its terms. (c) Except as set forth in Schedule 4.1-C to the Merger Agreement, neither the execution or delivery by Prometheus of this Agreement or of any document to be delivered in accordance with this Agreement nor the consummation by Prometheus of the transactions contemplated by this Agreement or by any document to be delivered in accordance with this Agreement will violate, result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, the Certificate of Formation or Limited Liability Company Agreement of Prometheus, any agreement or instrument to which Prometheus is a party or by which it is bound, any law, or any order, rule or regulation of any court or governmental agency or other regulatory organization having jurisdiction over Prometheus. Prometheus does not own any shares of stock of, or other equity interests in, any other entity, other than the stock of the Company being sold to the Buyer pursuant to this Agreement. (d) Prometheus is not the subject of any suit or governmental proceeding which seeks to prevent Prometheus from completing the transactions which are the subject of this Agreement, nor, to the best of Prometheus' knowledge, has any such suit or proceeding against Prometheus been threatened. (e) Prometheus owns 25,000 Preferred Shares, 224,712 Common Shares and 5,208,333 Warrants (the "Prometheus Securities"), free and clear of any liens or encumbrances (other than liens in favor of Capital Trust, Inc., which will be discharged at the Closing), and Prometheus has full authority to sell the Prometheus Securities as contemplated by this Agreement. Each Warrant entitles (or, when it becomes exercisable, will entitle) the holder to acquire one share of Common Stock for $0.04. Prometheus does not own, hold...
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Representations and Warranties of Prometheus. Prometheus represents and warrants to the Buyer as follows:
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Representations and Warranties of Prometheus. 18 6.1 Incorporation, Organization and Qualification of Prometheus..................18 6.2 Corporate Action.............................................................18
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Representations and Warranties of Prometheus. Prometheus hereby represents and warrants to Connetics as follows:
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Related to Representations and Warranties of Prometheus

  • 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 ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company 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 Licensor Licensor hereby represents and warrants to Licensee that (i) Licensor has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnel.