Representation and Warranty of Company Sample Clauses

Representation and Warranty of Company. Immediately prior to the conveyance of the Underlying Certificates to the Trustee pursuant to Section 2.01, the Company had good title to, and was the sole owner of, the Underlying Certificates free and clear of any pledge, lien, encumbrance or security interest and such conveyance validly transfers ownership of the Underlying Certificates to the Trustee free and clear of any pledge, lien, encumbrance or security interest.
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Representation and Warranty of Company. The Company hereby represents and warrants to Executive that (a) it is not aware of any fact, circumstance or event which would give rise to any breach of any term or provision of this Agreement, or which would form the basis for any claim or allegation that Executive’s employment hereunder could be terminated for Cause or Good Reason hereunder, and (b) it has received all authorizations and has taken all actions necessary or appropriate for the due execution, delivery and performance of this Agreement.
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Representation and Warranty of Company. The Company hereby represents and warrants to Executive that it has received all authorizations necessary for the execution and performance of the Agreement on the terms and conditions set forth herein.
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Representation and Warranty of Company. Company hereby represents and warrants to Compass Auto and the Underwriters that Company has filed or shall timely file the Prospectus and Prospectus Supplement with the Commission in accordance with Rule 424(b) under the Securities Act.
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Representation and Warranty of Company. The Company hereby represents and warrants to Executive that (i) it is not aware of any fact, circumstance or event which would give rise to any breach of any term or provision of this Agreement or any agreement covering any Existing Awards (as hereinafter defined), or which would form the basis for any claim or allegation that (A) Executive's employment hereunder could be terminated for Cause or Good Reason hereunder, or (B) the rights of Executive under any Existing Award should be in whole or any part limited, forfeited or otherwise restricted; and (ii) it has received all authorizations and has taken all actions, necessary or appropriate for the due execution, delivery and performance of this Agreement, all Existing Awards, and all Plan Agreements (as hereinafter defined), including all amendments thereto effected by this Agreement.
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Representation and Warranty of Company. Company represents and warrants to Subscriber that (i) it is duly and validly organized and in existence under the laws of the State of Delaware, (ii) it is or will become qualified under the laws of all other jurisdictions in which such qualification is necessary to enable it to engage in business, (iii) it has full power and authority to own and manage the assets to be owned by it and (iv) upon issuance, the Subscribed Shares shall be duly authorized, validly issued, fully paid and nonassessable.
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Representation and Warranty of Company. Company has the absolute and unrestricted right, power and authority to issue the Shares and the Conversion Shares. Upon issuance, the Shares shall be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with the provisions of the Certificate of Designations, Preferences and Rights of the Shares, the Conversion Shares will be duly and validly issued, fully paid and nonassessable.
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Representation and Warranty of Company. Each of TTR Ltd. and TTR Inc., hereby represents and warrants to Executive that it has received all authorizations necessary for the execution and performance of the Agreement on the terms and conditions set forth herein and, upon execution and delivery to the Executive, this Agreement shall be a valid, legally binding obligation enforceable against each of TTR Ltd. and TTR Inc., in accordance with the terms and conditions set forth herein.
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Representation and Warranty of Company. The Company and the Guarantor represent and warrant that, except as expressly described in this Supplemental Indenture, no Default or Event of Default has occurred and is continuing other than the Existing Defaults.
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Related to Representation and Warranty of Company

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representation and Warranties The representations and warranties of Seller in Section 3 and of Purchaser in Section 4 shall be true and correct as of the Closing Date.

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representation and Warranties of Buyer Buyer hereby represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIRER Acquirer represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • Representation and Warranty of Executive Executive represents and warrants to the Company that he is not now under any obligation, of a contractual nature or otherwise, to any person, partnership, company or corporation that is inconsistent or in conflict with this Agreement or which would prevent, limit or impair in any way the performance by him of his obligations hereunder.

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