Representations and Warranties of WBI Clause Samples

The "Representations and Warranties of WBI" clause sets out the specific statements and assurances that WBI makes regarding its authority, status, and relevant facts in connection with the agreement. Typically, this clause will confirm that WBI is duly organized, has the power to enter into the contract, and that all information provided is accurate and complete. By including these representations and warranties, the clause provides the other party with confidence in WBI’s legal standing and the reliability of its disclosures, thereby allocating risk and establishing a basis for potential remedies if any statements prove false.
Representations and Warranties of WBI. WBI repre­sents, war­rants and covenants to Drinks as follows: (a) WBI has the authority to enter into and carry out its obli­ga­tions under this Agreement. (b) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not act as a breach of any agree­ment or understanding to which WBI is a party. (c) WBI has the right to designate and appoint the Drinks as importer and distributor or sales agent for the current importer and distributor of the Products in the Territory where legally possible. WBI ­­shall cause any previously designated distributor for the Exclusive Territory to relinquish and surrender ­­any and all such rights, and to require such distributor to execute a transitional service agreement with Drinks. (d) The Products sold to Drinks under this Agreement shall be merchantable and fit for human consumption. The Products shall be manufactured, packaged and labeled in conformity with applicable U.S. feder­al, state and local laws, rules and regula­tions and, specifically, the rules and regulations of the ­Food and Drug Administration. Samples of the Product have been provided to Drinks. All shipments of the Prod­ucts shall conform to any samples provid­ed. (e) WBI shall maintain an adequate inventory of the Prod­ucts with which to supply Drinks. WBI shall accept all orders rea­sonably sub­mit­ted by Drinks, with shipment to follow not later than fifteen (15) days from receipt of an order, unless excused by Section 16 below, or as otherwise agreed upon by the par­ties. (f) WBI shall use its best efforts to prevent the sale of unau­tho­rized shipments of the Products into the Exclusive Territory by entities or per­sons other than Drinks. In this regard, WBI shall not sell or otherwise transfer any of the Prod­ucts to any distributor located outside the Exclusive Territory whom WBI knows, or has reason to be­lieve, will, either di­rectly or indi­rectly, sell or otherwise transfer the Products into the Exclusive Terri­tory.
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Representations and Warranties of WBI. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, WBI hereby represents and warrants to SFG:
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Representations and Warranties of WBI. AND THE BANK 15 4.1 Capital Structure of WBI and the Bank. 15 4.2 Organization, Standing and Authority of WBI and the Bank. 16 4.3 Subsidiaries 16 4.4 Authorized and Effective Agreement; Consents and Approvals. 16 4.5 Regulatory Reports and Agreements. 17 4.6 Financial Statements. 18 4.7 No Material Adverse Change 19 4.8 Environmental Matters. 20 4.9 Tax Matters. 21 4.10 Legal Proceedings. 21 4.11 Compliance with Laws. 21 4.12 Employee Matters and ERISA. 22 4.13 Certain Contracts. 23 4.14 Brokers and Finders. 24 4.15 Insurance 24 4.16 Properties 24 4.17 Transactions with Affiliates. 25 4.18 Loans. 25 4.19 Intellectual Property 25 4.20 Disclosures. 26 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BSVN 26 5.1 Organization, Standing and Authority 26 5.2 Authorized and Effective Agreement; Consents and Approvals. 26 5.3 Legal Proceedings. 27 5.4 BSVN Financial Statements. 27 5.5 Compliance Matters. 28 5.6 Financial Resources. 28 5.7 Brokers and Finders 28 5.8 Disclosures 28 ARTICLE VI. COVENANTS 28 6.1 Commercially Reasonable Efforts. 28 6.2 Consents. 29 6.3 Investigation and Confidentiality 29 6.4 Press Releases. 29 6.5 Business of WBI and the Bank; Terminating Employee Plans. 30 6.6 Shareholder Approval. 34 6.7 No Solicitation 34 6.8 Indemnification; Insurance 34 6.9 Regulatory Approvals. 35 6.10 Disclosure Supplements 36 6.11 Failure to Fulfill Conditions 36 6.12 Employee Matters 36 6.13 Environmental Assessments. 36 6.14 Conforming Accounting Adjustments 37 6.15 Termination of Retirement & Employee Savings Plans. 37 6.16 Salary Continuation Agreements. Bank shall: 38 6.17 Bank-Owned Life Insurance 38 6.18 Purchase or Terminate Insurance Policies 38 ARTICLE VII. CONDITIONS PRECEDENT 38 7.1 Conditions Precedent – All Parties 38 7.2 Conditions Precedent – The Bank 39 7.3 Conditions Precedent – BSVN 39 ARTICLE VIII. TERMINATION, WAIVER AND AMENDMENT 40 8.1 Termination 40 8.2 Effect of Termination. 41 8.3 Survival of Representations, Warranties and Covenants. 41 8.4 Waiver 41 8.5 Amendment or Supplement. 41 ARTICLE IX. INDEMNIFICATION 41 9.1 Indemnification. 41 9.2 Limitations on Amount of Indemnification. 42 9.3 Indemnification Procedures 42 9.4 Treatment of Indemnification Payments 43 9.5 Exclusive Remedies 43 ARTICLE X. MISCELLANEOUS 44 10.1 Appointment of Representative 44 10.2 Expenses 44 10.3 Entire Agreement 44 10.4 Assignment; Successors; Third-Party Beneficiaries 44 10.5 Specific Performance; Remedies Not Exclusive 45 10.6 Attorneys’ Fees 45 10.7 Notice...
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Representations and Warranties of WBI. WBI hereby represents and warrants to BOKF that, now and at the time of Closing:
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Representations and Warranties of WBI. 7 5. Representations and Warranties of BOKF and Merger Corp..................21 6. Covenants...............................................................24 7. Conditions Precedent to Closing by BOKF and Merger Corp.................40 8. Conditions Precedent to Closing by WBI and Bank ........................42 9. Closing.................................................................44 10.
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Representations and Warranties of WBI. 85% held subsidiary GPL, and Selling Shareholders WBI, subsidiary GPL, and the Selling Shareholders (the "Entire WBI Group") each represent and warrant to TMFT as follows:
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Related to Representations and Warranties of WBI

  • 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.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company 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.