REPRESENTATIONS AND WARRANTIES WITH RESPECT Sample Clauses

The "Representations and Warranties With Respect" clause sets out specific statements of fact and assurances made by one or both parties regarding certain aspects of the agreement or the subject matter involved. Typically, these statements might address the authority to enter into the contract, the accuracy of financial information, or the absence of undisclosed liabilities. By including these representations and warranties, the clause helps ensure that both parties have a clear understanding of the facts relied upon in making the agreement, thereby allocating risk and providing grounds for remedies if any statements prove to be false.
REPRESENTATIONS AND WARRANTIES WITH RESPECT. TO THE SELLER 33 4.01. Organization, Power and Standing 34 4.02. Authorization 34 4.03. No Breach 34 4.04. Ownership 34
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REPRESENTATIONS AND WARRANTIES WITH RESPECT. TO THE COMPANY AND ITS SUBSIDIARIES
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REPRESENTATIONS AND WARRANTIES WITH RESPECT to the Selling Parties and their Interests. As of the date hereof, each of the Selling Parties hereby severally, but not jointly, represents and warrants to Buyer, as follows:
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REPRESENTATIONS AND WARRANTIES WITH RESPECT to Seller, the Company and the Black Rock Entities 14
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REPRESENTATIONS AND WARRANTIES WITH RESPECT. TO SELLER 8 Section 2.1. Organization, Standing and Power 8 Section 2.2. Authority 9 Section 2.3. Title to Purchased Assets 9 Section 2.4. Noncontravention; Governmental Approval 9 Section 2.5. Capital Structure 10 Section 2.6. Financial Statements; Liabilities 10 Section 2.7. Indebtedness 11 Section 2.8. Absence of Certain Changes or Events 11 Section 2.9. Litigation 13 Section 2.10. Contracts 13 Section 2.11. Compliance with Laws; Permits 15 Section 2.12. Properties 16 Section 2.13. Intellectual Property 18 Section 2.14. Tax Matters 20 Section 2.15. ERISA Compliance 22 Section 2.16. Labor and Employment Matters 25 Section 2.17. Environmental Matters 26 Section 2.18. Customers and Suppliers 28 Section 2.19. Bank Accounts, Letters of Credit and Powers of Attorney 28 Section 2.20. Affiliate Transactions 28 12193200-3 Section 2.21. Insurance 29 Section 2.22. Accounts Receivable 29 Section 2.23. Products and Services 30 Section 2.24. Guaranties 30 Section 2.25. Absence of Restrictions on Business Activities 30 Section 2.26. Brokers and Other Advisors 30 Section 2.27. Fixed Assets 31 Section 2.28. Disclosure 32 ARTICLE III REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SHAREHOLDERS 32 Section 3.1. Authority 32 Section 3.2. Noncontravention; Governmental Approval 32 Section 3.3. Brokers and Other Advisors 33 ARTICLE IV REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER 33 Section 4.1. Organization, Standing and Power 33 Section 4.2. Authority 33 Section 4.3. Noncontravention; Governmental Approval 34 Section 4.4. Brokers and Other Advisors 34 ARTICLE V COVENANTS 34 Section 5.1. Further Assurances 34 Section 5.2. Public Announcements 34 Section 5.3. Taxes 35 Section 5.4. Non-Competition; Non-Solicitation; Non-Interference 35 Section 5.5. Transferred Employees 37 Section 5.6. Regulatory and Other Authorizations; Notices and Consents 37 Section 5.7. Name Change 38 Section 5.8. Post-Closing Cooperation 38 ARTICLE VI INDEMNIFICATION 38 Section 6.1. Omitted 38 Section 6.2. Survival 38 Section 6.3. Indemnification by Seller and the Shareholders 39 Section 6.4. Indemnification by Buyer 40 Section 6.5. Omitted 40 Section 6.6. Omitted 40 Section 6.7. Notification of Claims 41 Section 6.8. Additional Indemnification Provisions 42 Section 6.9. Tax Treatment of Indemnity Payments 42 Section 6.10. Right of Setoff 43 ARTICLE VII GENERAL PROVISIONS 43 12193200-3 Section 7.1. Fees and Expenses 43 Section 7.2. Amendments 43 Section 7.3. Waiver 43 Section 7.4. Notices 43 Se...
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REPRESENTATIONS AND WARRANTIES WITH RESPECT. TO THE BUYER 52 ARTICLE VI COVENANTS 55
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REPRESENTATIONS AND WARRANTIES WITH RESPECT. TO THE PURCHASED ASSETS, THE ACQUIRED BUSINESSES, AND THE INTELLECTUAL PROPERTY ASSETS 29
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REPRESENTATIONS AND WARRANTIES WITH RESPECT 
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Related to REPRESENTATIONS AND WARRANTIES WITH RESPECT

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

  • 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 THE BANK AND THE BANK (DELAWARE). The Bank and the Bank (Delaware), each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States; The Bank (Delaware) is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and The Bank (Delaware), as Delaware Trustee, fulfills for the trust the statutory requirements of Section 3807 of the Delaware Business Trust Act; (b) each of the Bank and the Bank (Delaware) has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and the Bank (Delaware) and constitutes the valid and legally binding agreement of the Bank and the Bank (Delaware) enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance by each of the Bank and the Bank (Delaware) of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and the Bank (Delaware), respectively, and do not require any approval of stockholders of the Bank or the Bank (Delaware) and such execution, delivery and performance will not (i) violate the Bank's or the Bank's (Delaware) Charter or By-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank or the Bank (Delaware) Trustee, as the case may be, is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the corporate, banking or trust powers of the Bank or the Bank (Delaware) (as appropriate in context) or any order, judgment or decree applicable to the Bank or the Bank (Delaware); (e) neither the authorization, execution or delivery by the Bank or the Bank (Delaware) of this Trust Agreement nor the consummation of any of the transactions by the Bank or the Bank (Delaware) (as the case may be) contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing Federal law governing the corporate, banking or trust powers of the Bank or the Bank (Delaware), as appropriate in context, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best of each of the Bank's and the Bank's (Delaware) knowledge, threatened against or affecting the Bank or the Bank (Delaware) in any court or before any governmental authority, agency or arbitration board or

  • 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.