Representations and Warranties of Qsi Clause Samples

Representations and Warranties of Qsi. QSI represents, warrants, and covenants to Seller as follows: (a) QSI is a Corporation duly organized and validly existing under the laws of the state of Delaware and has the power and authority necessary to consummate the transactions contemplated by this Agreement. (b) This Agreement constitutes the valid and binding agreement of QSI enforceable against QSI in accordance with its terms, and no consent of any federal, state, local or other authority is required to be obtained by QSI in connection with the consummation of the transactions contemplated by this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not and will not with the passage of time or giving of notice (i) violate any provision of any judicial or administrative order, award, judgment or decree applicable to QSI, or (ii) conflict with, result in a breach of or right to cancel or constitute a default under any agreement or instrument to which QSI is a party or by which it is bound. (d) QSI, for itself and on behalf of the QSI Affiliates, hereby (i) irrevocably, completely, unconditionally, and forever releases, acquits, and discharges each Seller and its successors, affiliates, assigns, officers, directors, shareholders, employees, agents, attorneys, insurers, and heirs of any of them, as applicable (the “Seller Parties”), from any and all Claims which QSI ever had, now has, or hereinafter can, shall, or may have, arising, directly or indirectly, from any matter, action or omission by the Seller Parties of any nature whatsoever occurring in whole or in part up through the date this Agreement is delivered to Seller; and (ii) agrees and covenants that neither QSI nor any QSI Affiliate, nor will any person, organization, or other entity on any such party’s behalf, will file, charge, claim, s▇▇, or cause or permit to be filed, charged, or claimed, any civil action, suit, or legal proceeding seeking any type of personal relief, or share in any remedy against Seller or the Seller Parties involving any matter covered by this release.
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Representations and Warranties of Qsi 
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Related to Representations and Warranties of Qsi

  • 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 ▇▇▇▇▇▇ 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 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.