REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND Sample Clauses

The "Representations and Warranties of the Company" clause sets out the specific statements and assurances that the company makes to the other party in a contract, typically regarding its legal status, authority, financial condition, and compliance with laws. These representations may include affirmations that the company is duly organized, has the power to enter into the agreement, and that its financial statements are accurate and complete. By providing these assurances, the clause allocates risk and ensures that the other party can rely on the company's disclosures when entering into the agreement.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. [CAPITAL ---------------------------------------------------------- FUNDING] [THE TRUST]. -------------------- The Company represents and warrants (i) on and as of the date hereof, (ii) on and as of the date the Prospectus Supplement or other Remarketing Materials (each as defined in Section 3(a) below) are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and as of the Remarketing Date, and (iv) on and as of the Purchase Contract Settlement Date that: (a) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied. (b) A registration statement on Form S-3 (File No. ) and an --------- amendment or amendments thereto with respect to the initial offering of the Notes has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder; (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act; a registration statement on Form S-3, if required to be filed in connection with the Remarketing also may be prepared by the Company in conformity with the requirements of the Securities Act and the Rules and Regulations and filed with the Commission under the Securities Act; and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). Copies of such registration statement or registration statements that have become effective and the amendment or amendments to such registration statements have been delivered by the Company to you.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE BANK. --------- (a) On the date the Prospectus is initially utilized and on the Closing Date, the Withdrawal Date, and the Expiration Date, and at all times between such dates, the Prospectus and Marketing Materials (as defined herein) do not and will not contain any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, this representation and warranty shall not apply to statements in or omissions from the Prospectus included therein or omitted therefrom in reliance upon, and in conformity with, written information expressly provided by you to the Company expressly regarding the Agent for use under the caption "Plan of Distribution." (b) As of the Closing Date, all of the Closing Conditions shall have been satisfied, or appropriate waivers obtained or arrangements made for the appropriate satisfaction of such conditions, in accordance with all applicable federal and state laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent imposed by the SEC, OTS, the FDIC or any other regulatory authority having jurisdiction over any of the transactions described in the Prospectus. (c) The financial statements of the Company, audited and unaudited, if any, and notes thereto included in the Prospectus present fairly the financial position of the Company at the dates indicated and the results of its operations for the periods specified and comply as to form in all material respects with generally accepted accounting principles and SEC Regulation S-B; and such financial statements were prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. The financial, statistical and pro forma information and related notes included in the Prospectus are accurate and present fairly the information shown thereon on a basis consistent with the financial statements of the Company included in the Prospectus. (d) Since the respective dates as of which information is given in the Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change in the condition, earnings, business affairs or business prospects of the Company, financial or otherwise, whether or not arising in the ordinary course of business, and (ii) there has not been any material tr...
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. PRINCIPAL SHAREHOLDERS 8 4.1 Representations and Warranties of the Company and Principal Shareholders 8 4.2 Absolute Reliance on the Representations and Warranties 14 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 14 5.1 Purchase Entirely for Its Own Account 14 5.2 Disclosure of Information 14 5.3 Accredited and Sophisticated Investor; Investment Experience 15 5.4 Restricted Securities 15 5.5 Legends 15 5.6 Survival of Purchaser Representations 15 ARTICLE 6 COVENANTS 16 6.1 Affirmative Covenants 16 6.2 Board Provisions 17 6.3 Right of First Offer 18 6.4 Negative Covenants 19 ARTICLE 7 REGISTRATION RIGHTS 20 7.1 Mandatory Registration 20 7.2 Piggyback Registration 20 7.3 Demand Registration Rights 21 7.4 Registration Procedures 22 7.5 Registration Expenses 24 7.6 Indemnification 24 7.7 Participation in Underwritten Registrations 25 7.8 Termination of Registration Rights 26 ARTICLE 8 MISCELLANEOUS 26 8.1 Successors and Assigns 26 8.2 Modifications and Amendments 26 8.3 No Implied Waivers; Cumulative Remedies; Writing Required 26 8.4 Fees and Expenses 26 8.5 Reimbursement of Expenses - Enforcement and Collection 27 8.6 Notices 27 8.7 Survival 27 8.8 Governing Law; Consent to Jurisdiction 27 8.9 Jury Trial Waiver 28 8.10 Remedies 28 8.11 Limitation of Liability 28 8.12 Severability 28 8.13 Headings 28 8.14 Counterparts 28 8.15 Integration 29 8.16 Independent Nature of Purchaser Obligations and Rights 29
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE STOCKHOLDERS
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE OPERATING PARTNERSHIP 27 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER PARTIES 49
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE SHAREHOLDERS ---------------- The Company and the Shareholders, jointly and severally, hereby represent and warrant to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. MILL▇▇ Except as set forth on the Disclosure Schedule attached hereto (which Disclosure Schedule contains a reasonably detailed description of each such exception and references the applicable representation so qualified), the Company and Mill▇▇ ▇▇▇ntly and severally represent and warrant to Buyer that:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND 
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • Representations and Warranties of the Company The Company represents and warrants to the Underwriters as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS CONFIRMING PARTY A. The Vendors / Confirming Party have absolute, clear and marketable title with respect to the said land, the Vendors / Confirming Party have requisite rights to carry out development upon the said land and absolute, actual, physical and legal possession of the said land for the project; B. The Vendors / Confirming Party have lawful rights and requisite approvals from the competent authorities to carry out development of the Project; C. There are no encumbrances upon the said land or the Project. In case of any encumbrance, the Vendors / Confirming Party shall intimate the same to the Purchaser/s; D. There are no suit/s, case/s or any other form of litigation/s pending before any Court of Law with respect to the said land or the Project; E. All approvals, licenses and permits issued by the competent authorities with respect to the project and the said land are valid and subsisting and have been obtained by following due process of law. Further, the Vendors / Confirming Party have been and shall, at all times, remain to be in compliance with all applicable laws in relation to the project, said land, Building and Apartments and common areas; F. The Vendors / Confirming Party have the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Purchaser/s intended to be created herein, may prejudicially be affected; G. The Vendors / Confirming Party have not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said land including the Project and the Schedule-A property which will, in any manner, affect the rights of Purchaser/s under this Agreement; H. The Vendors / Confirming Party confirm that the Vendors / Confirming Party are not restricted in any manner whatsoever from selling the Schedule-A property to the Purchaser/s in the manner contemplated in this Agreement; I. At the time of execution of the Sale Deed the Vendors / Confirming Party shall handover lawful, vacant, peaceful, physical possession of the Schedule-A property to the Purchaser/s;

  • Representations and Warranties of the Vendor The Vendor represents and warrants as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with its purchase of the Common Shares herein provided for: (a) the Vendor is, on the Closing Date, the owner of the Common Shares with good and marketable title thereto, free and clear of any claims, liens or encumbrances of any nature whatsoever and has the exclusive right and full power to sell, assign, transfer and deliver the Common Shares to the Purchaser, free and clear of any claims, liens or encumbrances whatsoever; (b) as of the date hereof and on the Closing Date, no person, firm or corporation has any agreement, option or any rights capable of becoming an agreement or option for the acquisition from the Vendor of any of the Common Shares; (c) as of the date hereof and on the Closing Date, no suits, actions or other legal proceedings of any sort are pending or are threatened which would restrain or otherwise prevent, in any manner, the Vendor from effectually or legally transferring the Common Shares to the Purchaser free and clear of any and all claims, liens and encumbrances nor are there any suits, actions or other legal proceedings, the effect of which would be to cause a lien to attach to the Common Shares, to divest title to the Common Shares or make the Purchaser or the Vendor liable for damages, pending or threatened, and the Vendor has no knowledge of any claims, which would give rise to such a suit, action or legal proceeding; (d) the Vendor represents that it is resident in the United States, and not in any jurisdiction in Canada, and is subject to the securities laws of the United States; (e) the Vendor has completed and delivered to the Purchaser the certificate as to its status as an accredited investor under applicable United States securities laws, which is attached hereto in Appendix A and agrees to execute and deliver, from time to time, such certificates and other documentation as the Purchaser may reasonably request in connection with the issuance of the Non-Voting Shares; (f) this Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (g) This Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (h) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON REGISTRATION EXEMPTIONS AVAILABLE THEREUNDER; THEREFORE, THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS OR UNLESS A RESALE EXEMPTION UNDER SUCH LAWS EXISTS. The Purchaser understands that the Securities have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the securities may, under certain circumstances, be inconsistent with this exemption and may make the Purchaser an “underwriter” within the meaning of the Securities Act. The Purchaser acknowledges that the securities must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption from such registration is available.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer hereby represents and warrants to the Seller as follows: