REPRESENTATIONS AND WARRANTIES OF USI Clause Samples
The "Representations and Warranties of USI" clause sets out specific statements and assurances made by USI regarding its authority, capacity, and the accuracy of information provided in the agreement. Typically, this clause will confirm that USI is duly organized, has the legal right to enter into the contract, and that all disclosures or documents it has provided are true and complete. Its core function is to allocate risk by ensuring that USI is legally able to fulfill its obligations and that the other party can rely on the truthfulness of USI's statements, thereby reducing the likelihood of disputes arising from misrepresentation or lack of authority.
REPRESENTATIONS AND WARRANTIES OF USI. USI represents and warrants to Zurn ▇▇▇t (a) USI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by USI and the consummation by USI of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of USI and no other corporate proceedings on the part of USI are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by USI and constitutes a valid and binding obligation of USI, and, assuming this Agreement constitutes a valid and binding obligation of Zurn, ▇▇ enforceable against USI in accordance with its terms subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the execution and delivery of this Agreement by USI does not, and the performance of this Agreement by USI will not (1) violate the certificate of incorporation or by-laws of USI, (2) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to USI or by which it or any of its properties or assets is bound or affected or (3) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of USI pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument or obligation to which USI is a party or by which USI or any of its properties or assets is bound or affected (except, in the case of clauses (2) and (3) above, for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on USI), (e) the execution and delivery of this Agreement by USI does not, and the performance of this Agreement by USI will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except for pre-merger notification requirements of the HSR Act and (f) any shares of Zurn ▇▇▇mon Stoc...
REPRESENTATIONS AND WARRANTIES OF USI. USi represents and warrants to, and covenants with, the Purchasers as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF USI. 8 5.1. Corporate Existence and Authority...................................................................9 5.2. Corporate Authorization; No Contravention...........................................................9
REPRESENTATIONS AND WARRANTIES OF USI. As a material inducement to Amsdell to enter into this Agreement and to consummate the transactions contemplated hereby, USI hereby makes to Amsdell each of the representations and warranties set forth in this Article 5.2, which representations and warranties are true and correct as of the date hereof.
(a) Organization and Standing. USI is a real estate investment trust (“REIT”) duly organized, validly existing and in good standing under Maryland law, and has the full and unrestricted power and authority to own, operate its assets, to carry on its business as currently conducted, to execute and deliver this Agreement and to carry out the transactions contemplated hereby. USI is duly qualified to conduct business as a foreign REIT where necessary and is in good standing in the states in which it is so qualified.
REPRESENTATIONS AND WARRANTIES OF USI. As a material inducement to High Tide to enter into this Agreement and to consummate the transactions contemplated hereby, USI hereby makes to High Tide each of the representations and warranties set forth in this Article 5.2, which representations and warranties are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF USI. USI hereby represents and warrants to Minnesota Life on behalf of itself and any Affiliates performing services under this Agreement or any Ancillary Agreement (collectively, the "USI Companies") as follows:
REPRESENTATIONS AND WARRANTIES OF USI. As of the Effective Date, USI makes the following representations and warranties to Sprott:
(a) With respect to the Key Properties comprising interests in fee lands or patented mining claims, USI is in exclusive possession of and owns such Properties free and clear of all Encumbrances, except those set forth in the Title Reports or otherwise specifically identified in the Disclosure Schedule. With respect to the Other Properties comprising interests in fee lands or patented mining claims, to its knowledge, USI is in exclusive possession of and owns such Properties free and clear of all Encumbrances, except those set forth in the Title Reports or otherwise specifically identified in the Disclosure Schedule.
(b) With respect to those Properties in which USI holds an interest under leases or other contracts, except for the execution and delivery of renegotiated mining leases as may be required from time to time, (i) to its knowledge USI is in exclusive possession of such Properties (except to the extent that the lessors or other parties to those leases or other contracts have rights to use or allow third parties to use the Properties as set forth in those leases or other contracts); (ii) USI has not received any notice of default of any of the terms or provisions of such leases or other contracts; (iii) USI has the authority under such leases or other contracts to perform fully its obligations under this Agreement; (iv) to USI’s knowledge, such leases and other contracts are valid and are in good standing; (v) USI has no knowledge of any act or omission or any condition on the Properties which could be considered or construed as a default under any such lease or other contract; and (vi) to USI’s knowledge, such Properties are free and clear of all Encumbrances arising by, through or under USI except for those set forth in the Title Reports or specifically identified in the Disclosure Schedule.
(c) With respect to unpatented mining claims included in the Properties which were located by USI (the “USI Claims”), except as provided in the Title Reports or the Disclosure Schedule, and subject to the paramount title of the United States, to USI’s knowledge:
(i) the USI Claims were properly laid out and monumented; (ii) all required location and validation work was properly performed; (iii) location notices and certificates were properly recorded and filed with appropriate governmental agencies; (iv) all assessment work required to hold the USI Claims has been perfo...
REPRESENTATIONS AND WARRANTIES OF USI. As a material inducement to Amsdell to enter into this Agreement and to consummate the transactions contemplated hereby, USI hereby makes to Amsdell each of the representations and warranties set forth in this Article 5.2, which representations and warranties are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF USI. In order to induce Pre-Cell and Merger Subsidiary to enter into this Agreement and to consummate the transactions contemplated under this Agreement, USI hereby makes the following representations and warranties each of which is relied upon by Pre-Cell and Merger Subsidiary regardless of any other action, omission to act, investigation made or information obtained by Pre-Cell and Merger Subsidiary.