REPRESENTATIONS AND WARRANTIES OF VISION Sample Clauses

The "Representations and Warranties of Vision" clause sets out the specific statements and assurances that the party named Vision makes to the other party in the agreement. These may include confirmations about Vision's legal authority to enter into the contract, the accuracy of information provided, and compliance with applicable laws. By clearly outlining these representations and warranties, the clause helps allocate risk and ensures that the other party can rely on Vision's statements when entering into the agreement.
REPRESENTATIONS AND WARRANTIES OF VISION. 21. Vision 21 represents and warrants to the Company and the Physician that the following are true and correct as of the date hereof and shall be true and correct as of the Closing Date; when used in this Section 5, the term "best knowledge" shall mean the best knowledge of those individuals listed on Schedule 5:
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REPRESENTATIONS AND WARRANTIES OF VISION. Vision hereby represents and warrants to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF VISION. 21. Vision 21 hereby represents and warrants to Seller and Physician that the following are true and correct as of the date hereof and shall be true and correct through the Closing Date as if made on that date: (a) Corporate Existence. Vision 21 is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.
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REPRESENTATIONS AND WARRANTIES OF VISION. TWENTY-ONE. Vision Twenty-One represents and warrants to the Company and the Stockholders that the following are true and correct on the date hereof; when used in this Section 5, the term "best knowledge" (or words of similar import) shall mean such knowledge, as shall have been obtained after conducting due and diligent inquiry, of those individuals listed on Schedule 5:
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REPRESENTATIONS AND WARRANTIES OF VISION. 21. Vision 21 represents and warrants to the Company and the Optometrist that the following are true and
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REPRESENTATIONS AND WARRANTIES OF VISION. 21. Vision 21 hereby represents and warrants to the Practice, Ocusite and the Shareholders that the following are true and correct as of the date hereof and shall be true and correct through the Closing as if made on that date: (i) Vision 21 is duly authorized to execute, deliver and perform this Agreement and any other agreement contemplated hereby, and to consummate the transactions contemplated hereby, and the Agreement and each other agreement contemplated hereby are the legal, valid and binding obligations of Vision 21, enforceable again. (ii) The information provided by Vision 21 with respect to the assumed liabilities to be set forth in the assumption agreement to be delivered at Closing will be true and correct in all respects. (iii) There are no third party approvals necessary on the part of Vision 21 to consummate the transactions set forth herein, other than (A) the approval of Vision 21's Board of Directors, the Audit Committee of Vision 21's Board of Directors and the approval of the banks which are a party to Vision 21's Credit Agreement (the "Banks"), which approvals have been obtained prior to Vision 21's execution of this Agreement, and (B) the consents required to be obtained in connection with the real and personal property leases entered into by Vision 21 in connection with Practice, which consents Vision 21 shall use its best efforts to obtain prior to Closing. (iv) There is no litigation pending or threatened which would prevent the performance of Vision 21's obligations under this Agreement, there is no bankruptcy proceeding pending or threatened to which Vision 21 is subject, Vision 21 has not been adjudicated insolvent and consummation of the transactions contemplated herein will not cause Vision 21 to become insolvent.
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REPRESENTATIONS AND WARRANTIES OF VISION. SCIENCES Vision-Sciences represents and warrants to Medtronic as follows:
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REPRESENTATIONS AND WARRANTIES OF VISION. TWENTY-ONE. Vision Twenty-One represents and warrants to the Company and the Stockholders that the following are true and correct on the date hereof and shall be true and correct as of the Closing Date, except as set forth in the Disclosure Schedule delivered by Vision Twenty-One to the Company (the "Vision Disclosure Schedule"); when used in this Section 5, the term "best knowledge" (or words of similar import) shall mean the actual knowledge of Theo▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇/or Rich▇▇▇ ▇. ▇▇▇▇▇, ▇▇thout additional investigation.
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REPRESENTATIONS AND WARRANTIES OF VISION. OptiSystems represents and warrants as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF VISION

  • 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 Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • 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.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows: