REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES Sample Clauses

The "Representations and Warranties; Resale of Notes" clause establishes the statements of fact and assurances made by the parties, typically the seller or issuer, regarding the legal status, ownership, and characteristics of the notes being sold. In practice, this clause requires the party selling or transferring the notes to confirm that they have the authority to do so, that the notes are free from undisclosed encumbrances, and that all necessary disclosures have been made. It may also set out restrictions or conditions on the resale of the notes, such as compliance with securities laws or limitations on transfer to certain parties. The core function of this clause is to allocate risk and ensure transparency by holding parties accountable for the accuracy of their statements and by regulating the conditions under which the notes can be resold.
REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES. SECTION 3.1 Representations and Warranties of the Issuers....................................7 SECTION 3.2. Resale of Notes.................................................................22 ARTICLE IV
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REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES. Representations and Warranties of the Company and the Subsidiary Guarantors..................................................................6 Section 3.2. Resale of Notes............................................................................14
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REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES. Section 3.1. Representations and Warranties of the Company and the Guarantors . . . . . . . . . . . . . . . . . . . 9 Section 3.2. Resale of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ARTICLE IV
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REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES. Representations and Warranties of the Company and the Guarantors 10 Section 3.2. Resale of Notes 27
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REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES. Section 3.1. Representations and Warranties of the Issuers . . . . . . . . . . . . . . . . . . . . 7 Section 3.2. Resale of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ARTICLE IV
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REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES 
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Related to REPRESENTATIONS AND WARRANTIES; RESALE OF NOTES

  • 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.

  • 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 ▇▇▇▇▇▇ 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: