REPRESENTATIONS AND WARRANTIES OF RCH Sample Clauses

REPRESENTATIONS AND WARRANTIES OF RCH. RCH represents and warrants to Aqua as follows: (1) RCH is duly organized, validly existing and has an active status under the laws of the State of Texas, and is duly qualified to do business in the State of Texas. RCH has the power and authority to enter into this Agreement and to perform the terms and conditions of this Agreement subject to receipt of any required Governmental Authorizations. (2) Except as set forth in Schedule 7.01(2), there are no pending or threatened legal actions, suits, mediations, arbitrations, or other legal or administrative proceedings pending or threatened against RCH that could affect the Assets and there exist no facts that might result in any action, suit, mediation, arbitration, or other proceedings that might result in any adverse change in the Assets. (3) Except as set forth in Schedule 7.01(3), RCH is not in default under any Governmental Authorization, and RCH has not received notice of any claim with respect to any Governmental Authorization. RCH is not in default with respect to any judgment, order, writ, verdict, injunction, decree or award applicable to it of any court or other government instrumentality or arbitrator having jurisdiction over it as pertaining to the Assets. (4) RCH is not in default under any Contract, agreement, lease or other instrument to which it or the Assets are bound. Except as set forth in Schedule 7.01(4), RCH has no knowledge of any outstanding debts or accounts payable relating to the Assets. (5) RCH has not dealt with a broker, salesman, or finder in connection with any part of the transaction contemplated by this Agreement, and, insofar as it knows; no broker, salesman or other person is entitled to any commission or fee with respect to such transaction as a result of RCH's actions. (6) There are and have been no unresolved violations by RCH of any Environmental, Health and Safety Laws and, no violations of any such laws have been committed on the Assets during RCH’s ownership thereof. (7) Except as set forth in Schedule 7.01(7), the Assets are in all material respects in substantial compliance with all Laws that are applicable to it or to the conduct or operation of RCH Water System or the ownership or use of any the Assets, including, without limitation, any rules or regulations of the TCEQ, PUC, the Environmental Protection Agency, and any other Governmental Authority. (8) RCH has made no binding commitment, and has undertaken no obligation, oral or written, fixed or contingent on t...
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Related to REPRESENTATIONS AND WARRANTIES OF RCH

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

  • 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.