UPC Representations and Warranties Clause Samples

The "UPC Representations and Warranties" clause sets out specific assurances made by a party regarding the accuracy and validity of Universal Product Codes (UPCs) associated with goods being sold or distributed. Typically, this clause requires the seller to confirm that all UPCs provided are correct, unique, and properly registered, ensuring that products can be accurately identified and tracked throughout the supply chain. By including these representations and warranties, the clause helps prevent issues related to mislabeling, inventory errors, or disputes over product authenticity, thereby promoting trust and efficiency in commercial transactions.
UPC Representations and Warranties. UPC hereby represents and warrants, as of the date hereof and as of the Closing, to Overnite, OHI, Overnite Delaware, OTC and MCI as follows: (a) Each of UPC and OHI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by each of UPC and OHI and the performance of its obligations hereunder have been duly and validly authorized by all necessary corporate action on the part of UPC and OHI, and this Agreement has been duly and validly executed and delivered by UPC and OHI. (b) This Agreement constitutes the legal, valid and binding obligation of UPC, enforceable against UPC in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights and remedies generally and general principles equity. (c) Neither the execution and delivery of this Agreement by UPC or OHI, nor the performance of their respective obligations hereunder, nor the consummation of the transactions contemplated hereby, will (i) violate any law, rule, regulation, order or judgment applicable to UPC or OHI, or the properties or assets of UPC or OHI, (ii) violate or conflict with any provision of the certificate of incorporation or by-laws of UPC or OHI or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any agreement, contract, lease, license or instrument to which UPC or OHI is a party or by which it is bound or to which any of its assets is subject, except in each case for any violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice which will not have a material adverse effect on the ability of UPC or OHI to consummate the transactions contemplated by this Agreement. Neither UPC nor OHI is required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Federal, state or local, domestic or foreign, government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”), in order for UPC or OHI to execute and deliver this Agr...
View SourceView Similar (3)
UPC Representations and Warranties. UPC represents and warrants vis-a-vis Combivisie the correctness of each of the statements set out in Appendix VIII at the date of conclusion of this Agreement, as well as (except in so far as expressly indicated otherwise) at the time of the Closing.
View SourceView Similar (2)
UPC Representations and Warranties. As a result of the non certification of the UPC Unaudited 2003 Financial Statements, Schedule 4, Section 4 “Accounts” of the Purchase Agreement is hereby amended by deleting it in its entirety and substituting the following Section: (a) “Attached hereto as Exhibit 4(a) is a certified copy of the consolidated financial statements of the UPC France Companies (balance sheet, profit and loss statements and notes thereto) for the fiscal year ended December 31, 2003 (the “▇▇▇ ▇▇▇▇ Financial Statements”). The ▇▇▇ ▇▇▇▇ Financial Statements are accurate and sincere in accordance with the UPC France Companies’ books and records. The ▇▇▇ ▇▇▇▇ Financial Statements have been prepared in accordance with US GAAP, and give a true and fair view of the consolidated financial position and results of operations of the UPC France Companies as at the date at which they were established and for the annual period then ended. (b) Each of the UPC Management Financial Reports for months in 2004 ending on the month preceding that in which the Closing Date occurs, have been and will have been prepared in good faith. (c) Except as disclosed in Exhibit 4(c), there are no off-balance sheet items or any other Indebtedness or liability, absolute or contingent (including any Liabilities relating to factoring or crédit-bail arrangements) that should be accounted for in accordance with US GAAP which will not be fully accrued or provisioned in, or otherwise disclosed in the exhibits to the ▇▇▇ ▇▇▇▇ Financial Statements or the UPC French Cable Business Reference Date Accounts as at the date at which they were established. (d) Except as set forth in Exhibit 4(d), none of the UPC France Companies has granted any guaranty, charge or other real or personal security for its own Liabilities or Liabilities of any Person, including UGC or any Affiliate of UGC, outside of the normal course of business or which is not reflected in the ▇▇▇ ▇▇▇▇ Financial Statements or the UPC French Cable Business Reference Date Accounts, as the case may be. (e) There is no Indebtedness of any kind, including any account advance or cash pooling agreement, existing or to be incurred on or prior to the Closing Date payable by Buyer or its Affiliates to any of the UPC France Companies or by any of the UPC France Companies to Buyer or its Affiliates except as identified in Exhibit 4(e). (f) Except as shown in the ▇▇▇ ▇▇▇▇ Financial Statements, the UPC French Cable Business Reference Date Accounts or in Exhibit 4(f), none of t...
View Source

Related to UPC Representations and Warranties

  • 3Representations and Warranties (a) Registry Operator represents and warrants to ICANN as follows: (i) all material information provided and statements made in the registry TLD application, and statements made in writing during the negotiation of this Agreement, were true and correct in all material respects at the time made, and such information or statements continue to be true and correct in all material respects as of the Effective Date except as otherwise previously disclosed in writing by Registry Operator to ICANN; (ii) Registry Operator is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth in the preamble hereto, and Registry Operator has all requisite power and authority and has obtained all necessary approvals to enter into and duly execute and deliver this Agreement; and (iii) Registry Operator has delivered to ICANN a duly executed instrument that secures the funds required to perform registry functions for the TLD in the event of the termination or expiration of this Agreement (the “Continued Operations Instrument”), and such instrument is a binding obligation of the parties thereto, enforceable against the parties thereto in accordance with its terms. (b) ICANN represents and warrants to Registry Operator that ICANN is a nonprofit public benefit corporation duly organized, validly existing and in good standing under the laws of the State of California, United States of America. ICANN has all requisite power and authority and has obtained all necessary corporate approvals to enter into and duly execute and deliver this Agreement.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Your Representations and Warranties By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the fifty (50) states of the United States (“U.S.”) or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information that you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.

  • Investment Representations and Warranties Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4