REPRESENTATIONS AND WARRANTIES OF SIGNAL Sample Clauses

The "Representations and Warranties of Signal" clause sets out the specific statements and assurances that Signal, as a party to the agreement, affirms to be true at the time of signing. These may include confirmations about Signal's legal authority to enter the contract, its compliance with applicable laws, and the accuracy of information provided. By including these representations and warranties, the clause allocates risk by holding Signal accountable for the truthfulness of its statements, thereby providing the other party with a basis for legal recourse if any of the representations prove to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF SIGNAL. Signal hereby represents and warrants to FirstMerit that:
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REPRESENTATIONS AND WARRANTIES OF SIGNAL. The Merger Agreement contains various representations and warranties of Signal, including with respect to: (i) the organization, corporate powers and qualifications of Signal and its subsidiaries; (ii) the capitalization of Signal and its subsidiaries; (iii) the due and valid authorization of the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby by all necessary corporate action on the part of Signal; (iv) the absence of conflicts, violations or breaches of law or agreements resulting from the execution, delivery and performance by Signal of the Merger Agreement; (v) the possession by Signal and its subsidiaries of necessary permits and their compliance with law; (vi) the accuracy of the documents filed by Signal with the SEC; (vii) Signal's financial statements and its financial condition and the absence of material undisclosed liabilities; (viii) the absence of certain changes or events since December 31, 2002, including that there has been no material adverse change with respect to Signal and its subsidiaries, taken as a whole; (ix) the absence of certain litigation involving Signal and its subsidiaries; (x) Signal's employee benefit plans; (xi) certain labor matters; (xii) real and personal property owned or leased by Signal or any of its subsidiaries; (xiii) patents, trademarks and other intellectual property of Signal and its subsidiaries; (xiv) tax matters regarding Signal and its subsidiaries; (xv) environmental matters affecting Signal or any of its subsidiaries or their respective properties; (xvi) contracts to which Signal or any of its subsidiaries is a party; (xvii) the Financial Advisor Opinion received by the Board of Directors of Signal from Wachovia; (xviii) the inapplicability of state takeover statutes; (xix) the vote of Signal stockholders required to approve the Merger, if any; (xx) the absence of brokerage or finders' fees or commissions payable in connection with the Merger Agreement and the transactions contemplated thereby (other than with respect to fees payable to Wachovia and ▇▇▇▇▇▇▇ & Co., Inc.); (xxi) certain of Signal's customers; (xxii) the absence of certain payments by Signal or its subsidiaries, directors, officers, agents, employees or other entities associated with or acting on its behalf of Signal or its subsidiaries; and (xxiii) the Schedule 14D-9. Representations and Warranties of Crane and Purchaser. The Merger Agreement contains customary representations an...
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REPRESENTATIONS AND WARRANTIES OF SIGNAL. Signal represents and warrants that: (a) The execution, delivery and performance of this Agreement by Signal will not, with or without notice, the passage of time or both, result in any violation of, be in conflict with, or constitute a default under any material contract, obligation or commitment to which Signal is a party or by which it is bound, or to Signal's knowledge, any statute, rule or governmental regulation applicable to Signal. (b) Signal has all requisite legal and corporate power and authority to enter into this Agreement, to grant the licenses to be granted by Signal hereunder and to carry out and perform its obligations under the terms of this Agreement. It has the capacity and skills required to carry out its obligations with respect to the research and development of Compounds and Products as contemplated by this Agreement. All corporate action on the part of Signal, its officers and directors necessary for the grants of licenses pursuant hereto and the performance of Signal's obligations hereunder has been taken. This Agreement constitutes a valid and binding obligation of Signal, enforceable in accordance with its terms, except as: (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar law as affecting the enforcement of creditors' rights generally; (ii) the availability of equitable remedies (e.g., specific performance, injunctive relief and other equitable remedies) may be limited by equitable principles or general applicability; (iii) to the extent the indemnification provisions contained in this Agreement may be limited by applicable federal or state securities law; and (iv) that no representation is made regarding the effect of laws relating to competition, antitrust or misuse or the effect of Tanabe's or third parties' intellectual property rights. (c) All employees of Signal who are expected to participate in the Collaborative Project have signed agreements regarding proprietary information and inventions with Signal in a form reasonably considered by Signal and its counsel to assure Signal's title to any Joint Inventions, Signal Technical Information or Signal Patents that may arise or be developed by such employees hereunder. Such agreements are legal, valid and binding obligations of Signal and its employees and are enforceable in accordance with their terms, except as limited by applicable bankruptcy laws and other similar laws affecting the creditors' rights and remedies generally...
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REPRESENTATIONS AND WARRANTIES OF SIGNAL. Subject to and except as disclosed by SIGNAL in the Schedule of Exceptions attached hereto as Exhibit A, SIGNAL hereby represents and warrants to DPM as follows:
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REPRESENTATIONS AND WARRANTIES OF SIGNAL. A. Corporate Status. Signal is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction and has the corporate power and authority to carry on its business and to own or lease property and to operate its business in the places where its business is conducted, and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or be in good standing could materially affect its performance under this Agreement.
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REPRESENTATIONS AND WARRANTIES OF SIGNAL. Signal represents and warrants to the Stockholder that:
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Related to REPRESENTATIONS AND WARRANTIES OF SIGNAL

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period 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.

  • 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.