GM Representations Sample Clauses

GM Representations. GM represents and warrants to the VEBA that GM is (and at the time of any Contribution will be) the record and beneficial owner of, and has (and at the time of any Contribution will have) good and valid title to, all of the XMSR Shares, free and clear of any and all liens, claims and encumbrances, other than those that may be imposed by applicable securities laws, the Assignment Agreement, the Registration Rights Agreement and the Lock-Up Agreement. GM represents and warrants to the VEBA that, except as may arise under this Agreement, the Assignment Agreement, the Registration Rights Agreement or the Lock-Up Agreement, none of the XMSR Shares is (and at the time of any Contribution none of the XMSR Shares will be) subject to (i) any option, warrant, purchase right or other contract that requires GM to sell, transfer or otherwise dispose of any of the XMSR Shares or (ii) any voting trust, proxy or other contract or understanding with respect to the voting, dividend rights, preferences, sale, acquisition or other disposition of any of the XMSR Shares.
Sample 1
AutoNDA by SimpleDocs

Related to GM Representations

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Your Representations You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Award. By signing below, you are agreeing that your electronic signature is the legal equivalent of a manual signature on this Agreement and you are agreeing to all of the terms of this Agreement, as of the Grant Date. Participant signature:

  • Untrue Representations Each Party shall promptly notify the other Party in writing if such notifying Party becomes aware of any fact or condition that makes untrue, or shows to have been untrue, any schedule or any other information furnished to the other Party or any representation or warranty made in or pursuant to this Agreement or that results in the notifying Party’s failure to comply with any covenant, condition or agreement contained in this Agreement.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Restricted Stock Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Company Representations The Company represents and warrants to the Purchaser that:

Time is Money Join Law Insider Premium to draft better contracts faster.