REPRESENTATIONS AND WARRANTIES OF WCI Clause Samples

The "Representations and Warranties of WCI" clause sets out the specific statements and assurances that WCI makes regarding its authority, condition, and ability to enter into the agreement. Typically, this clause covers matters such as WCI's legal existence, compliance with laws, ownership of assets, and absence of undisclosed liabilities. By clearly outlining these representations, the clause provides the other party with confidence in WCI's status and operations, and establishes a basis for recourse if any of the statements prove to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF WCI. WCI represents and warrants to the Shareholders that each of the following representations and warranties is true as of the date of this Agreement and will be true as of the Closing Date, and agrees that such representations and warranties shall survive the Closing:
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REPRESENTATIONS AND WARRANTIES OF WCI. WCI represents and warrants to Buyer and PhoneTel as follows:
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REPRESENTATIONS AND WARRANTIES OF WCI. 22 TABLE OF CONTENTS (CONTINUED)
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REPRESENTATIONS AND WARRANTIES OF WCI. 4.1. WCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 4.2. WCI possesses the power and authority, corporate or otherwise, to enter into this Agreement and the documents and instruments contemplated hereby, to assume and perform its obligations hereunder and thereunder, and to comply with the terms, conditions and provisions hereof. 4.3. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of WCI. This Agreement and the Release Documents have been duly executed and delivered by WCI and constitute the valid and binding obligation of WCI, enforceable in according with their terms. 4.4. WCI is not subject to or bound by any provision of 4.4.1. any articles or certificate of incorporation or by-laws; 4.4.2. any law, statute, rule, regulation or judicial or administrative decision; 4.4.3. any mortgage, deed of trust, lease, note, shareholders agreement, bond, indenture, license, permit, trust; or 4.4.4. any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator; that would prevent or be violated by, or under which there would be a default as a result of, nor is the consent of any Person under any contract or agreement which has not been obtained required for, the execution, delivery and performance by WCI of this Agreement and the transactions contemplated hereby. 4.5. WCI is selling the Two Year Note and Four Year Note for its own account, has made its own determination of value, has had an opportunity to ask questions and obtain information from Midway and Atari which it deems relevant to enter into this Agreement and understands that in selling the Notes and accepting payment hereunder it is not relying on any representations or warranties made by any Person as to value. 4.6. WCI is the sole owner of the Two Year Note, the Four Year Note and the Security Agreements, free and clear of all liens, claims and encumbrances. 4.7. Annexed hereto as Schedule 4 is a full and complete list of all filings made by or on behalf of WCI with respect to the Collateral under the Security Agreements.
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REPRESENTATIONS AND WARRANTIES OF WCI. WCI represents and warrants to the Shareholders and KCI, which representations and warranties are true and correct, as follows:
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REPRESENTATIONS AND WARRANTIES OF WCI. WCI represents and warrants as follows: (a) WCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by WCI of this Agreement is within its corporate power, has been duly authorized by all necessary corporate action, and does not contravene, constitute a default under or a breach of (i) the certificate of incorporation or by-laws of WCI or (ii) any contract, lease, indenture, agreement or instrument binding on WCI or its property or (iii) any Law binding on WCI or its property. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by WCI of this Agreement. (d) This Agreement has been duly executed and delivered by WCI. This Agreement is the legal, valid and binding obligation of WCI enforceable against WCI, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforceability of creditors' rights generally and by general principles of equity. (e) The representations and warranties of WCI contained in each of the Operative Documents are correct in all material respects on and as of the date hereof, as though made on and as of the date hereof. (f) No event has occurred and is continuing which constitutes a Default as of the date hereof.
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Related to REPRESENTATIONS AND WARRANTIES OF WCI

  • 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.