REPRESENTATIONS AND WARRANTIES OF TDCC Clause Samples
The "Representations and Warranties of TDCC" clause sets out the specific statements of fact and assurances that The Dow Chemical Company (TDCC) makes to the other party in the agreement. These may include confirmations about TDCC’s authority to enter into the contract, its compliance with laws, ownership of assets, or the absence of undisclosed liabilities. By providing these representations and warranties, TDCC gives the other party confidence in the accuracy of key information and allocates risk if any of the statements prove to be untrue, thereby supporting trust and transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF TDCC. Except as otherwise disclosed or identified in (a) the TDCC SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, but excluding any risk factor disclosure and disclosure of risks included in any “forward looking statements” disclaimer or other statement included in such TDCC SEC Documents to the extent they are predictive or forward looking in nature; or (b) the TDCC Disclosure Letter, TDCC hereby represents and warrants to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF TDCC. TDCC represents and warrants to Biosource that:
10.2.1 TDCC is a corporation duly organized, validly existing and in corporate good standing under the laws of Delaware.
10.2.2 TDCC has the legal right, authority and power to enter into this Agreement, and to extend the rights and licenses granted to Biosource in this Agreement.
10.2.3 TDCC has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
10.2.4 This Agreement shall constitute a valid and binding obligation of TDCC enforceable in accordance with its terms.
10.2.5 The performance of its obligations under this Agreement will not conflict with TDCC's charter documents or result in a breach of any agreements, contracts or other arrangements to which it is a party.
10.2.6 The representations and warranties set forth in Section 10.2.4 shall survive the closing of the transactions contemplated in this Agreement.
10.2.7 In the event any representation or warranty set forth in Section 10.2.4 is determined to be false as of the Effective Date in any respect material to this Agreement, this shall be considered a material breach of this Agreement.
REPRESENTATIONS AND WARRANTIES OF TDCC. TDCC represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF TDCC. Section 5.01 Organization, Authority and Qualification of TDCC 20 Section 5.02 No Conflict 20 Section 5.03 Governmental Consents and Approvals 21 Section 5.04 Litigation 21 Section 5.05 Brokers 21
REPRESENTATIONS AND WARRANTIES OF TDCC. TDCC represents and warrants to Biosource as follows:
(a) TDCC is an "accredited investor" within the meaning of Regulation D under the Securities Act. TDCC is knowledgeable in matters related to the business of Biosource, has had an opportunity to conduct such investigation and ask such questions as it deemed appropriate, and has received information satisfactory to it in connection therewith.
(b) TDCC understands that shares of Common Stock of Biosource issuable upon exercise of the Warrants are "restricted" securities within the meaning of Rule 144 under the Securities Act, may only be resold if such sale is registered under the Securities Act or exempt from such registration and an opinion of counsel to TDCC (which shall include an opinion from an attorney in the law department of TDCC) is delivered to such effect, and will bear restrictive legends to that effect.
(c) TDCC understands the risks inherent in investing in the securities of privately held emerging development companies such as Biosource, including the fact that there is no market for such securities, which are inherently illiquid, and that there is no assurance that Biosource will be successful in executing its business plan to create value for its shareholders through the development and exploitation of its technologies. TDCC has the knowledge and experience to evaluate the merits and risks of investing in Biosource.
(d) Any Outstanding Securities acquired by TDCC will be acquired for investment purposes, for its own account, and not with a view to the sale or distribution thereof.
REPRESENTATIONS AND WARRANTIES OF TDCC. Section 5.01 Organization, Authority and Qualification of TDCC 20 Section 5.02 No Conflict 20 Section 5.03 Governmental Consents and Approvals 21 Section 5.04 Litigation 21 Section 5.05 Brokers 21
Section 6.01 Conduct of Business Prior to the Closing 21 Section 6.02 Efforts; Filings 22 Section 6.03 New Debt. 23 Section 6.04 Termination of Agreements 25 Section 6.05 Further Action 25 Section 6.06 Non-Solicitation 26 Section 6.07 Payment of Dividends 26 Section 6.08 Employee-Related Benefits for JV Entity Employees 27 Section 6.09 “CORNING” Name and Trademark 27 Section 6.10 Director and Officer Liability and Indemnification 28 Section 6.11 Reserved 29 Section 6.12 HSC Agreements 29 Section 6.13 Third Party Consents 30 Section 6.14 Bankruptcy Documents 30 Section 6.15 HSPL Interests 30 Section 6.16 Tax Matters 30 Section 7.01 Conditions to Obligations of Corning 31 Section 7.02 Conditions to Obligations of TDCC 32 Section 8.01 Survival of Representations and Warranties 33 Section 8.02 Indemnification 33 Section 8.03 Notice of Loss; Third Party Claims 35 Section 8.04 Additional Environmental Provisions 36 Section 8.05 Tax Matters 37 Section 8.06 Remedies 37 Section 9.01 Termination 38 Section 9.02 Effect of Termination 38 Section 10.01 Expenses 39 Section 10.02 Notices 39 Section 10.03 Public Announcements 40 Section 10.04 Severability 40 Section 10.05 Entire Agreement 41 Section 10.06 Assignment 41 Section 10.07 Amendment 41 Section 10.08 Waiver 41 Section 10.09 No Third-Party Beneficiaries 41 Section 10.10 Governing Law 41 Section 10.11 Waiver of Jury Trial 43 Section 10.12 Guarantee 43 Section 10.13 Counterparts 44 A Reorganization Steps B Form of Mutual Release C Form of Closing Date Tax Opinions
(a) Pre-Closing Implant Liabilities
1.01 (b) Required Antitrust Clearances
REPRESENTATIONS AND WARRANTIES OF TDCC. TDCC hereby represents and warrants to the other parties hereto, as of the date hereof and as of the Closing Date, as follows: SECTION 5.01 Organization, Authority and Qualification of TDCC. TDCC is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary corporate power and authority to enter into this Agreement and into each other Transaction Document to which it will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by TDCC of this Agreement and each other Transaction Document to which it will be a party, the performance by TDCC of its obligations hereunder and thereunder and the consummation by TDCC of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of TDCC. This Agreement has been, and each other Transaction Document to which TDCC will be a party will be, duly executed and delivered by TDCC, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes, and each other Transaction Document to which TDCC will be a party will constitute, a legal, valid and binding obligation of TDCC, enforceable against TDCC in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).
REPRESENTATIONS AND WARRANTIES OF TDCC. 01A. Capital Stock 3.02A. Authorization 3.03A. Binding Effect 3.04A. No Violations