REPRESENTATIONS AND WARRANTIES OF R&A Clause Samples

REPRESENTATIONS AND WARRANTIES OF R&A. 2.1 Making of Representations and Warranties. On or prior to the date of this Agreement, R&A has delivered to the Acquirer schedules (the "Schedules") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations, warranties or covenants of R&A contained in this Agreement; references in this Agreement to a particular Schedule are to the applicable section of the Schedules, provided that disclosure of a fact, event or circumstance in or pursuant to any section of the Schedules shall constitute disclosure of such fact, event or circumstance for purposes of each other representation, warranty or covenant contained in this Agreement with respect to which the applicability of such disclosure is reasonably apparent on the face of such disclosure. The inclusion of an item in the Schedules as an exception to a representation or warranty shall not be deemed an admission by R&A that such item represents a material exception or fact, event or circumstance or that such item is, individually or in the aggregate with any other included items, reasonably likely to result in a Material Adverse Effect on the Royce Companies. For the avoidance of doubt, references in this Section 2 to changes occurring after the date of this Agreement shall not be deemed to constitute a waiver of any other sections of this Agreement which may prohibit such changes or require the Acquirer's consent thereto. Subject to the foregoing, R&A hereby makes to the Acquirer the representations and warranties contained in this Section 2 (provided, however, that, from and after the Closing, none of the R&A Shareholders shall have any right of indemnity or contribution from R&A with respect to breaches of representations and warranties contained in this Section 2). 2.2 Organization and Qualification of R&A, RFS and RMC. R&A is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York and has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. Royce Fund Services, Inc. ("RFS") is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York. RMC is a general partnership duly formed and validly existing under the laws of the State of Connecticut and has all requisite power and authority ...
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Related to REPRESENTATIONS AND WARRANTIES OF R&A

  • 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:

  • 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.