Novo Resources warranties Sample Clauses

Novo Resources warranties. Novo Resources represents and warrants to each of the Xxxxxx Entities, with effect at the Execution Date and the Effective Date that: (a) Novo Resources is duly incorporated and validly exists under the laws of its jurisdiction; (b) Novo Resources is not affected or threatened by any form of insolvency or administration; (c) subject to the terms of this Agreement, Novo Resources has taken all corporate action and passed all appropriate resolutions that are necessary to authorise execution and performance of this Agreement; (d) subject to the terms of this Agreement, this Agreement and all other agreements contemplated by this Agreement constitute valid and legally binding obligations on Novo Resources in accordance with their terms; (e) subject to the terms of this Agreement, the execution, delivery and performance of this Agreement by Novo Resources does not breach or conflict with any statute, law or obligation (including any contractual or fiduciary obligation), or any document (including, if a party is a body corporate, its constitutions), agreement or Encumbrance to which Novo Resources is bound; (f) subject to the terms of this Agreement, Novo Resources has full legal capacity and power to execute and deliver this Agreement and any other agreement or instruments to be entered into by any of them pursuant to or in connection with this Agreement and perform its obligations under this Agreement; (g) no: (i) meeting has been convened, resolution proposed, petition presented or order made for the winding up of Novo Resources; (ii) receiver, receiver and manager, provisional liquidator, liquidator or other officer of the Court has been appointed in relation to all or any material asset of Novo Resources; and (iii) mortgagee or chargee has taken, attempted or indicated an intention to exercise its rights under any security of which Novo Resources is the mortgagor or chargor; and (h) Novo Resources enters into and performs this agreement on its own account and not as trustee for or nominee for any person.
Sample 1
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Novo Resources warranties. Novo Resources warrants to the Seller at the Execution Date and at the Settlement Date that: (a) it has the power to enter into and perform this Agreement and has obtained all necessary consents to enable it to do so; (b) the entry into and performance of this Agreement by it does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or under undertaking by which it is bound; (c) this Agreement constitutes legal, valid and binding obligations which are enforceable against it in accordance with its terms; (d) the execution of and performance by it of its obligations under this Agreement does not breach any applicable Law or any Encumbrance or document which is binding on it and does not result in any material breach or material default under any agreement to which it is a party; (e) no Insolvency Event has occurred in respect of it; and (f) it does not enter into this Agreement as trustee of a trust.
Sample 1

Related to Novo Resources warranties

  • Company’s Representations, Warranties and Agreements To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

  • Representations and Warranties of Grantee Grantee hereby represents and warrants to Issuer that:

  • Service Warranties Contractor warrants that: (i) the Services will be rendered with promptness and diligence and will be executed in a workmanlike manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services; and (ii) Contractor will perform the Services in the most cost-effective manner consistent with the required level of quality and performance. Contractor warrants that each Deliverable will conform to and perform in accordance with the requirements of this Agreement and all applicable specifications and documentation. For each such Deliverable, the foregoing warranty shall commence for such Deliverable upon the JBE’s acceptance of such Deliverable, and shall continue for a period of one (1) year following acceptance. In the event any Deliverable does not to conform to the foregoing warranty, Contractor shall promptly correct all nonconformities to the satisfaction of the JBE.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • PERFORMANCE/ WARRANTIES Supplier warrants and undertakes that the Deliverables will be free from defects in material and workmanship and will conform to any specifications or requirements in the Agreement or agreed upon by the Parties in writing. Supplier warrants that if any Deliverable(s) fails to meet any such specifications or requirements or is otherwise nonconforming, Supplier will, at its own cost and expense and within 10 days of its receipt of written notice of such failure, either correct such deficiency or provide a plan acceptable to Accenture for correcting such deficiency. If such deficiency is not corrected within such 10-day period or a corrective plan is not accepted by Accenture, Accenture will have the option to require Supplier to: (i) provide a full refund; or (ii) promptly replace or reperform the Deliverable(s) at no charge. All Deliverables will be subject to an inspection and acceptance by Accenture, even if the Parties have not set forth any specifications or requirements regarding the Deliverables in the Agreement.

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

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