Representations and Warranties by Transferee Sample Clauses

Representations and Warranties by Transferee. (1) Transferee hereby makes the representations and warranties as specified in Appendix 2 hereto. Such representations and warranties are true, accurate and complete in all material aspects on the execution day of this Agreement and the Closing date (unless the representation and warranty is specially associated with certain date). Transferee acknowledges that Company relies on the representations and warranties made by Transferee when deciding to conduct the Transaction. (2) If any of the representations and warranties made by Transferee under this Agreement are untrue, inaccurate or incomplete, which cause any damage, loss, expense or other adversity to Company, Company has right to require Transferee to bear such liability for compensation. The compensation under this Clause shall not affect other rights and remedies that Company is entitled to according to other provisions of this Agreement.
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Representations and Warranties by Transferee. The Transferee represents and warrants to Accenture SCA as follows: (i) The information concerning the Transferred Shares and the Transferee in Schedule I to the Joinder Agreement is correct. (ii) The individual executing the Joinder Agreement on behalf of the Transferee is authorized to do so (and said individual, by signing the Joinder Agreement, represents that he/she is so authorized); and this Agreement (with the Joinder Agreement) constitutes the legal and binding obligation of the Transferee. (iii) The Transferee acknowledges that the Transferred Shares are not registered under any federal or state securities laws and cannot be retransferred or resold unless such shares are registered or such retransfer or resale is exempt from registration. (iv) The Transferee is acquiring the Transferred Shares for its own account, for investment, and not for distribution, assignment or resale to others, either directly or through the sale of interests in the Transferee.
Sample 1
Representations and Warranties by Transferee. Transferee represents and warrants to Transferor as follows as of the date hereof and as of the Closing Date: (a) Transferee is a corporation duly organized and validly existing under the laws of Japan and it has the corporate power to enter into this Agreement and to carry out the Demerger. (b) The execution, delivery and performance of this Agreement have been duly authorized and no further corporate authorization is necessary on Transferee’s part with the exception of such authorizations set forth herein which it is required to receive after the date hereof and on or prior to the Closing Date. (c) This Agreement is legally binding on and enforceable against Transferee in accordance with the terms of such agreement, subject to the limitations imposed by the laws of bankruptcy, reorganization and creditors’ rights generally and except as enforcement thereof may be limited as to certain equitable remedies. (d) The entering into of this Agreement does not violate or cause a default under or breach of (i) Transferee’s articles of incorporation, or other charter or governing documents assuming such authorizations set forth herein which Transferee is required to receive after the date hereof and on or prior to the Closing Date have been obtained, (ii) any material judgment, order or decree applicable to Transferee or Transferee’s properties and assets, or (iii) any applicable Laws. (e) There is no action, suit or Legal Proceeding pending or, to Transferee’s Knowledge, threatened, against or affecting Transferee or Transferee’s assets in any court or before or by any Governmental Entity which would materially and adversely affect Transferee’s performance of Transferee’s obligations under this Agreement. (f) Transferee has no financial relationship with anti-social forces, and is not cooperating with or involved in the support or operation of anti-social forces. Transferee is not providing any funds to anti-social forces regardless of its pretext, and has no plans in the future to do so. Transferee has not appointed as its director or statutory auditor, or employed as an employee, any anti-social force, and no anti-social force is involved in the management of Transferee. Transferee is not engaged in any anti-social act, and has no plans in the future to do so. (g) Transferee has never filed a petition for the commencement of a bankruptcy (hasan) proceeding, civil rehabilitation (minji saisei) proceeding, corporate reorganization (kaisha kousei) proceeding, spec...
Sample 1
Representations and Warranties by Transferee. Transferee hereby represents and warrants as of the Effective Date to the Company and the Members that: (a) Transferee is an Eligible Person which meets the Credit Standards; (b) The matters set forth in Section 3.4 of the Company Agreement are true and correct; and (c) The Transfer contemplated herein was made in accordance with all Laws (including state and federal securities Laws) and the terms and conditions of the Company Agreement.
Sample 1
Representations and Warranties by Transferee. Transferee represents and warrants to Transferor as follows as of the date hereof and as of the Closing Date: (a) Transferee is a corporation duly organized and validly existing under the laws of Japan and it has the corporate power to enter into this Agreement and to carry out the Demerger.
Sample 1
Representations and Warranties by Transferee. Transferee makes the following representations and warranties to Transferor as the basis for the undertakings on Transferor's part herein contained: 1 (a) Transferee is a nonprofit corporation duly incorporated, validly existing and in good standing under the .r , laws of the State of Georgia; Jff (b) Transferee has full power and authority to enter I; - into this Agreement, to carry out the transactions contemplated hereunder and to carry out its obligations hereunder; l'71; (c) Transferee is duly authorized to execute, deliver and perform this Agreement; (d) Transferee is, as of the Commencement Date, an organization described in Section 501 (c) (3) of the Code 14.1i exempt from federal income tax under Section 501(a) of the f;1V Code and not a private foundation as defined in Section 509(a) of the Code; and 41.?
Sample 1
Representations and Warranties by Transferee. Transferee makes the following representations and warranties to Transferor as of the date of delivery hereof: (a) Transferee is a nonprofit corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia; (b) Transferee has full power and authority to enter into this Agreement, to carry out the transactions contemplated hereunder and to carry out its obligations hereunder; (c) Transferee is duly authorized to execute, deliver • and perform this Agreement; (d) Transferee is, as of the Commencement Date, an organization described in Section 501 (c) (3 ) of the Code exempt from federal income tax under Section 501(a) of the Code and not a private foundation as defined in Section 509 (a) of the Code; and (e) Transferee is not subject to any limitation, restriction or provision of any nature whatsoever contained in Transferee ' s articles of incorporation Or bylaws or in any evidence of indebtedness, indenture, commitment, agreement or ) contract to which Transferee is a party or by which it is bound, or subject to any existing judgment, order or decree binding upon Transferee, which in any way limits, restricts or prevents Transferee from entering into this Agreement or .performing any of its obligations hereunder. ARTICLE III
Sample 1
Representations and Warranties by Transferee. Transferee makes the following representations and warranties, each of which is true and correct as of the date hereof and as of the Closing Date: (a) Transferee is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement has been duly authorized, executed and delivered by Transferee and constitutes the valid and legally binding obligation of Transferee, enforceable against Transferee in accordance with its terms. This Agreement and the transaction contemplated herein do not contravene any of the provisions of the Certificate of Formation or Operating Agreement of Transferee. (b) The execution and delivery of this Agreement and all related documents and the performance of its obligations hereunder and thereunder by Transferee do not conflict with any provision of any law or regulation to which Transferee is subject, or conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which Transferee is a party or by which Transferee is bound or any order or decree applicable to Transferee, or result in the creation or imposition of any lien on any of Transferee's respective assets or property, which would adversely affect the ability of Transferee to perform its obligations under this Agreement. Transferee has obtained all consents, approvals, authorizations or orders of any court or governmental agency or body, if any, required for the execution, delivery and performance by Transferee of this Agreement. (c) Transferee has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Transferee or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Transferee. No general assignment of Transferee's property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Transferee or any of its property. Transferee is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Transferee insolvent. (d) Transferee is not a "foreign person" as defined in Section 1445 of the Code and the regulations promulgated thereunder. (e) As of the Closing Date, the direct and indirect partners or members of Transferee shall not own (and there shall be no ag...
Sample 1

Related to Representations and Warranties by Transferee

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows: (a) This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. (b) The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Regulation D thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. (d) The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. (e) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Purchaser The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, including the terms and conditions of the Promissory Notes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Promissory Notes and the Company. (f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notes. (h) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

  • Representations and Warranties by the Trust The Trust represents and warrants that: 2.2.1 It is duly organized and in good standing under the laws of the State of Delaware. 2.2.2 All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimum coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company. 2.2.3 It is registered as an open-end management investment company under the 0000 Xxx. 2.2.4 Each class of shares of the Portfolios of the Trust is registered under the 0000 Xxx. 2.2.5 It will amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. 2.2.6 It will comply, in all material respects, with the 1933 and 1940 Acts and the rules and regulations thereunder. 2.2.7 It is currently qualified as a “regulated investment company” under Subchapter M of the Code, it will make every effort to maintain such qualification, and will notify you immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.2.8 The Trust will use its best efforts to comply with the diversification requirements for variable annuity, endowment or life insurance contracts set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation 1.817-5. Upon having a reasonable basis for believing any Portfolio has ceased to comply and will not be able to comply within the grace period afforded by Regulation 1.817-5, the Trust will notify you immediately and will take all reasonable steps to adequately diversify the Portfolio to achieve compliance. 2.2.9 It currently intends for one or more classes of shares (each, a “Class”) to make payments to finance its distribution expenses, including service fees, pursuant to a plan (“Plan”) adopted under rule 12b-1 under the 1940 Act (“Rule 12b-1”), although it may determine to discontinue such practice in the future. To the extent that any Class of the Trust finances its distribution expenses pursuant to a Plan adopted under rule 12b-1, the Trust undertakes to comply with any then current SEC interpretations concerning rule 12b-1 or any successor provisions.

  • Representations and Warranties of the Transferee In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the Company, BCI, the Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expense.

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

Most Referenced Clauses

Most Referenced Definitions