REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇▇ Sample Clauses

REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇., and ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇., (each a "Representor"), severally and not jointly, acknowledging that Purchaser is relying on these representations and warranties in entering into this Agreement and the transaction(s) contemplated herein, and in the absence of such representations would not enter into said transactions, represents and warrants as to herself or himself as follows: (a) Such Representor has not sold, transferred, licensed or conveyed any of the Sellers' rights, title or interest in and to any of the Sellers' Trademarks, except to the extent noted on Schedule 3.2.a. or 3.3.a. hereto. (b) To the actual knowledge of such Representor, none of the Sellers has sold, transferred, licensed or conveyed any of its rights, title or interest in and to any of such Seller's Trademarks, except to the extent noted on Schedule 3.2.a or 3.3.a. hereto.
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REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇▇. Except as separately disclosed to the Buyers in writing as of the date hereof (it being agreed that disclosure shall apply only to the indicated section of this Agreement and to such other sections of this Agreement to the extent that it is reasonably apparent that such matter is relevant to such other sections), each of the ▇▇▇▇ ▇▇▇▇▇▇▇ hereby represent and warrant (severally and not jointly) (and for the avoidance of doubt, notwithstanding anything to the contrary contained herein, as follows:
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REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇▇. As an inducement to OSL entering into the Exchange, and to obtain the reliance of OSL and the OSL shareholders, ▇▇▇▇ ▇▇▇▇▇▇▇ e represents and warrants, as follows:
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REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇▇. Subject to ‎Section 10.17, except as disclosed in the disclosure schedules (the “▇▇▇▇ ▇▇▇▇▇▇▇ Disclosure Schedules”) delivered to Shyft by ▇▇▇▇ ▇▇▇▇▇▇▇ on the date of this Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇ hereby represents and warrants to Shyft, as follows:
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REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company that, with respect to each source of funds to be used by it to purchase its Senior Subordinated Notes and its Warrants (respectively, the "Source"), at least one of the following statements is accurate as of the Closing Date: (a) The Source is an "insurance company general account," as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (issued July 12, 1995) (PTE 95-60), and the purchase is exempt under the provisions of PTE 95-60; (b) The Source is a "governmental plan" as defined in Title I, Section 3(32) of ERISA; (c) The Source is either (i) an insurance company pooled separate account, and the purchase is exempt in accordance with Prohibited Transaction Exemption 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, in which case the purchase is exempt in accordance with PTE 91-38 (issued July 12, 1991); (d) The Source is an "investment fund" managed by a "qualified professional asset manager" or "QPAM" (as defined in Part V of PTE 84-14, issued March 13, 1984) which QPAM has been identified in writing, and the purchase is exempt under PTE 84-14 provided that no other party to the transaction described in this Agreement and no "affiliate" of such other party (as defined in Section V(c) of PTE 84-14) has at this time, and has not exercised at any time during the immediately preceding year, the authority to appoint or terminate said QPAM as manager of the assets of any "plan" identified in writing pursuant to this paragraph (d) or to negotiate the terms of said QPAM's management agreement on behalf of any such identified "plans"; or (e) The Source is one or more "plans" or a separate account or trust fund comprised of one or more "plans," each of which has been identified in writing pursuant to this paragraph (e).
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REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇▇ 
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Related to REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇▇

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

  • 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 ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • 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 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.