REPRESENTATIONS AND WARRANTIES; AGREEMENTS OF THE GUARANTOR AND HOLDINGS Sample Clauses

REPRESENTATIONS AND WARRANTIES; AGREEMENTS OF THE GUARANTOR AND HOLDINGS. Section 7.01. Representations and Warranties; Agreements of the Guarantor and Holdings 17 Section 7.02. Agreements of the Guarantor 18 Section 7.03. Agreements of Holdings 19 ARTICLE 8 TERMINATION Section 8.01. Termination 22 ARTICLE 9 INDEMNIFICATION Section 9.01. Exculpation 23 Section 9.02. Indemnification 23 ARTICLE 10 MISCELLANEOUS Section 10.01. Successors and Assigns 24 Section 10.02. Amendments 24 Section 10.03. Judgment Currency Indemnity 24 Section 10.04. Assignment of the Guarantor and Holdings 25 Section 10.05. Notices 25 Section 10.06. Governing Law 26 Section 10.07. Jurisdiction and Service of Process 26 AMENDED AND RESTATED PREFERENCE SHARES GUARANTEE AGREEMENT, dated as of September 23, 2005, among Shire Pharmaceuticals Group plc, a public limited company organized under the laws of England and Wales, as guarantor (“Group” or the “Guarantor”), Shire plc, a public limited company organized under the laws of England and Wales, as guarantor (“Holdings”), and The Bank of New York, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of any Holders (as defined herein) from time to time of the Preference Shares (as defined herein) of Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands (the “Issuer”).
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REPRESENTATIONS AND WARRANTIES; AGREEMENTS OF THE GUARANTOR AND HOLDINGS. The Guarantor and Holdings each severally represents and warrants that:
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Related to REPRESENTATIONS AND WARRANTIES; AGREEMENTS OF THE GUARANTOR AND HOLDINGS

  • REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS Each Guarantor represents and warrants to each Holder that:

  • Representations and Warranties of the Guarantor The Guarantor represents and warrants as follows:

  • Representations and Warranties; Agreements The Existing Lender hereby: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to increase its Commitment, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender (including, without limitation, any obligations of it, if any, under Section 2.06(c) of the Credit Agreement).

  • Representations and Warranties of the Company and the Guarantor The Company and the Guarantor jointly and severally represent and warrant to each Underwriter that:

  • Representations and Warranties of Loan Parties Each of the Loan Parties represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 6.2, that:

  • Representations and Warranties of the Grantor The Grantor represents --------------------------------------------- and warrants to the Grantee that: (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option, will be duly authorized, validly issued, fully paid and non-assessable and free of any lien, security interest or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act, the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby do not require the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, require a consent or waiver under, result in a breach of or the acceleration of any obligation under, or constitute a default under, any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, stock market rule, judgment, ordinance, decree or restriction by which the Grantor or any of its subsidiaries or any of their respective properties or assets is bound; and (e) no "fair price", "moratorium", "control share acquisition" or other form of anti-takeover statute or regulation is or shall be applicable to the acquisition of Shares pursuant to this Agreement.

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • Representations and Warranties of the Obligors Each Obligor represents and warrants to each Purchaser that:

  • Representations and Warranties of the Borrower The Borrower represents and warrants as follows:

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