Assurances and Warranties Sample Clauses

Assurances and Warranties. 16.1 You covenant with us that:
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Assurances and Warranties. The parties agree to execute, acknowledge and deliver all such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the intent and purpose of this Agreement. Each party warrants that it has the authority to enter into this Agreement on the basis of the terms and conditions herein and that it has not made any other Agreement inconsistent with its obligations under this Agreement.
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Assurances and Warranties. 1. Section 3, Subsection I (2), paragraph 1 shall be replaced with the following: "On May 5, 1998, Founder 1 acquired all capital shares of the Company, changed the Company's name to "Atugen Biotechnology GmbH", amended and restated the Articles of Association. On June 10, 1998, the Company moved the Company's seat to Berlin, shortly thereafter split its share with the nominal amount of DM 50,000 into one partial share with the nominal amount of DM 46,000 and four small partial shares and sold the latter ones to the Founders 2, 8 and 9 as well as to the Founders 3 to 7 who are holding their share in the nominal amount of DM 1,600 jointly. There are no other shares of capital stock of the Company issued or outstanding (see Annex 26)."
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Assurances and Warranties. 5.1. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have the legal authority to sign this Agreement and bind the parties to the terms and conditions contained herein.
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Assurances and Warranties. By way separate warranty promise given today and on the date of the transfer in rem of Share A and Share B, the Vendor undertakes and warrants:
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Assurances and Warranties. (a) Compliance with sections 216 and 217 of the Insolvency Xxx 0000 (re-use of company name) shall be a matter for the Purchasers and the Purchasers acknowledge and agree no assurances or warranties have been given in that connection.
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Assurances and Warranties. 8.1. The client represents and warrants that:
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Assurances and Warranties 
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Related to Assurances and Warranties

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

  • Further Representations and Warranties EMPLOYEE acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Representations and Warranties of the Purchaser The Purchaser hereby represents and warrants to the Company as follows:

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

  • Subscriber Representations and Warranties Subscriber represents and warrants to the Company that:

  • No Other Representations and Warranties EACH SPAC PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, INCLUDING THE SPONSOR, HEREBY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY AND ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, NO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE GROUP COMPANIES OR ANY OTHER PERSON OR ENTITY OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY OF THE SPAC PARTIES, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE (1) OR MORE OF THE FOREGOING, AND (B) NONE OF THE SPAC PARTIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING THE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY ANY GROUP COMPANY OR ANY AFFILIATE THEREOF, INCLUDING ANY COMPANY STOCKHOLDER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY OR ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION 4.23 SHALL LIMIT ANY CLAIM OR CAUSE OF ACTION (OR RECOVERY IN CONNECTION THEREWITH) WITH RESPECT TO FRAUD (AS DEFINED HEREIN).

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that:

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