REPRESENTATIONS AND WARRANTIES RELATING TO THE Sample Clauses
The "Representations and Warranties Relating To" clause serves to formally state the factual assertions and guarantees made by one or both parties regarding specific aspects of the agreement, such as ownership of assets, authority to enter into the contract, or compliance with laws. In practice, this clause outlines the particular facts each party affirms to be true at the time of signing, and may cover areas like financial statements, intellectual property rights, or the absence of legal disputes. Its core function is to allocate risk by ensuring that each party has accurate information and legal assurances, thereby providing a basis for remedies if any statements prove to be false.
REPRESENTATIONS AND WARRANTIES RELATING TO THE. TRANSFERRED ENTITIES AND THE BGI BUSINESS ARTICLE V
REPRESENTATIONS AND WARRANTIES RELATING TO THE. COMPANY ASSETS 16 Section 5.1 No Conflict; Consents 16 Section 5.2 Litigation 16 Section 5.3 Taxes 16 Section 5.4 Material Contracts 17 Section 5.5 Compliance with Laws; Permits 17 Section 5.6 Preferential Purchase Rights 17 Section 5.7 Payment of Royalties 17 Section 5.8 Current Commitments 18 Section 5.9 Brokers’ Fees 18
REPRESENTATIONS AND WARRANTIES RELATING TO THE. STPC PARTIES 55 Section 4.1 Organization and Qualification 55 Section 4.2 Authority 56
REPRESENTATIONS AND WARRANTIES RELATING TO THE. SELLER AND THE INTERESTS
REPRESENTATIONS AND WARRANTIES RELATING TO THE. PARTNERSHIP
REPRESENTATIONS AND WARRANTIES RELATING TO THE. Company The Company represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE. Companies) and the performance by Seller of its obligations hereunder, as of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Purchaser or, to the Knowledge of Purchaser, any other party thereto under any Financing Letter or otherwise cause any portion of the Financing to be unavailable or delayed. As of the date of this Agreement, Purchaser does not have any reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any conditions to funding under any Financing Letter required to be satisfied by it, that the conditions thereof will not otherwise be satisfied, or that the full amount of the Financing will not be available, in each case on the Closing Date assuming compliance by Seller with this Agreement and the satisfaction (or to the extent permitted, waiver) of the conditions set forth in Article VI (Conditions Precedent) (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). The only conditions precedent or other contingencies (including the market flex provisions) related to the obligations of the parties to the Equity Commitment Letters to fund their respective portions of the full amount of the Equity Financing and the Lenders to fund the full amount of the Debt Financing are those expressly set forth in the Equity Commitment Letters and the Debt Commitment Letter, respectively. As of the date of this Agreement, there are no side letters (other than bond placement engagement letters and fee credit letters) or any other Contracts, arrangements or understandings to which Purchaser or any Affiliate thereof is a party related to the Financing other than as expressly contained in the Financing Letters and delivered to Seller prior to the date of this Agreement.
REPRESENTATIONS AND WARRANTIES RELATING TO THE. Receivables. To induce the Purchasers to purchase the Receivables the Seller ----------- hereby represents and warrants to the Managing Facility Agent and each Purchaser with respect to Receivables being purchased or substituted on each Settlement Date (including each Special Settlement Date) or the Closing Date that:
REPRESENTATIONS AND WARRANTIES RELATING TO THE. COMPANY Seller hereby represents and warrants to Buyer as follows: Section
REPRESENTATIONS AND WARRANTIES RELATING TO THE. ‘211 Patent. To the best of Kou’s knowledge on and before the effective date of this Agreement, Kou represents and warrants that: (i) the ‘211 Patent is valid and enforceable; (ii) the ‘211 Patent is not the subject of any action, lawsuit, or proceeding, including but not limited to, any action, lawsuit, or proceeding where the validity or enforceability of the ‘211 Patent may be at issue; (iii) there is no third party who may be infringing any claim of the ‘211 Patent; (iv) no third party has alleged or sent any communication to Kou that the ‘211 Patent may be invalid or unenforceable; and (v) there are no other filed or pending applications in the USPTO or other equivalent foreign agency in Kou’s name or that may name Kou as an inventor and that may claim any invention related to the ‘211 Patent, including but not limited to, applications designated as continuations, continuations-in-part, provisionals, or divisionals; and (v) if there are such applications, they are assigned in accordance with the terms of the Patent Assignment.