REPRESENTATIONS AND WARRANTIES OF AURA Sample Clauses

REPRESENTATIONS AND WARRANTIES OF AURA. This Agreement is made with Aura in reliance upon Aura's representation and warranties to Ontro, which by Aura's execution of this Agreement Aura hereby confirms that:
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REPRESENTATIONS AND WARRANTIES OF AURA. Aura hereby represents and -------------------------------------- warrants that: (a) Aura is the owner of the Redeemable Shares, free and clear of any encumbrances or rights of third parties; and (b) Aura has the power and authority to enter into this Agreement and to perform the same, and is not a party to or obligated under or restricted by any contract or other provision, which has not been waived, that will be violated in any material respect by entering into and performing this Agreement.
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REPRESENTATIONS AND WARRANTIES OF AURA. (a) Aura is the lawful owner of the shares of Common Stock to be sold by it pursuant to this Agreement and has, and on the Option Closing Date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (b) Upon delivery of and payment for such shares of Common Stock pursuant to this Agreement, good and clear title to such shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (c) Aura has, and on the Option Closing Date will have, full legal right, power and authority to enter into this Agreement and the Custody Agreement between Aura and Interwest Transfer Company, Inc., Custodian (the "Custody Agreement") and to sell, assign, transfer and deliver such Shares in the manner provided herein and therein, and this Agreement and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of Aura and each of this Agreement and the Custody Agreement is a valid and binding agreement of Aura enforceable against Aura in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by applicable law and except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. (d) All information furnished by or on behalf of Aura relating to Aura and Aura's shares of Common Stock that is set forth in the Registration Statement and the Prospectus is, and at the time the Registration Statement became or becomes, as the case may be, effective and at all times subsequent thereto up to and on the Closing Date (hereinafter defined) was or will be, true, correct and complete, and does not, and at the time the Registration Statement became or becomes, as the case may be, effective and at all times subsequent thereto up to and on the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information not misleading. (e) Neither Aura nor any of Aura's affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or had any other association with (within the meaning of Article I of the Bylaws of the National Association ...
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REPRESENTATIONS AND WARRANTIES OF AURA. Aura makes the following representations, warranties and agreements each as of the this date unless otherwise specified by the terms hereof, all of which shall survive the execution and delivery of this Agreement. A. Aura is a corporation duly incorporated validly existing and in good standing under the laws of the State of Delaware with the requisite corporate power and authority to own and use its properties and assets and to transact the business in which it is engaged. B. Aura is the sole and exclusive owner of all of the payment and monies due from Alpha under the Alpha Agreement. There are no outstanding rights, rights to acquire, calls, pledges, liens or commitments of any character whatsoever relating to or giving any person or entity any right to the payments and monies due to Aura under the Alpha Agreement. Until such time as Aura has transferred all of the Stock to Purchaser, Aura shall not transfer any of its rights in the Alpha Agreement. C. To the best of Aura's knowledge, Alpha has not filed for bankruptcy protection and Aura has no knowledge that Alpha has any intention to file for bankruptcy. To the best of Aura's knowledge, no default currently exists under the Alpha Agreement and Aura has no knowledge of any adverse financial or other conditions at Alpha that may result in delays or nonperformance on the Alpha Agreement. D. Pursuant to the terms of the Alpha Agreement, Alpha is obligated to pay Aura $2,700,000.00.
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REPRESENTATIONS AND WARRANTIES OF AURA. In order to induce Purchaser to enter into this Agreement, Aura makes the following representations, warranties and agreements each as of the Initial Closing Date unless otherwise specified by the terms hereof, all of which shall survive the execution and delivery of this Agreement with the understanding that the consummation of this transaction shall be deemed to constitute a representation and warranty that the matters specified in this Section 2.1 are true and correct in all material respects on and as of the Initial Closing. A. Aura is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with the requisite corporate power and authority to own and use its properties and assets and to transact the business in which it is engaged. Aura Realty is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware with the requisite corporate power and authority to own and use its properties and assets and to transact the business in which it is engaged. B. Aura is the sole and exclusive owner of all of the Stock. There are no encumbrances, outstanding options, warrants, script rights, rights to subscribe to, calls or commitments of any character whatsoever relating to or giving any person any right to subscribe for or acquire any shares of the Stock. Neither Aura nor Aura Realty is in violation of any of the provisions of their respective certificates of incorporation, bylaws or other charter or similar organizational documents. C. Aura Realty is the sole and exclusive fee owner of the Real Property. The sole outstanding indebtedness owed by Aura Realty is that indebtedness owed to LaSalle National Bank, as trustee of Morgan Stanley Capitxx, X, Xxx., 0998-C1 ("LaSalle"), which indebtedness at this time is in the sum of not more than $5,114,799.44, plus interest, and which indebtedness is pursuant to that certain Promissory Note (the "Note") in the original principal amount of $5,450,000.00 executed on June 3, 1998 in favor of GateCapital Funding, Inc. and assigned to LaSalle, which Note is secured by that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of June 3, 1998 (the "Deed of Trust") encumbering the Real Property. To the best of Aura's knowledge, no default currently exists under the Secured Loan; provided, however, Aura has disclosed to Purchaser that a default interest charge is currently outstanding under...
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REPRESENTATIONS AND WARRANTIES OF AURA. Aura hereby represents and warrants to the Company as follows: 5.1 Aura is a corporation duly organized, validly existing and in good standing under the laws of Pakistan, and has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. 5.2 The execution, delivery and performance by Aura of this Agreement, and the consummation by Aura of the transactions contemplated hereby, have been authorized by all necessary action, corporate or otherwise. This Agreement has been duly executed and delivered by Aura and constitutes a valid and binding obligation upon Aura, enforceable against Aura and its successors in interest, assigns and legal representatives in accordance with its terms. 5.3 The execution and delivery by Aura of this Agreement do not, and the consummation by Aura of the transactions contemplated hereby and compliance by Aura with the terms hereof will not, conflict with, or result in any violation of or default under, (i) any provision of Aura's organizational documents, including but not limited to Aura's charter, by-laws or any other similar organizational documents, (ii) any judgment, order, injunction, decree, statute, law, ordinance, rule or regulation applicable to Aura or the property or assets of Aura, or (iii) any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Aura is party or by which Aura or any of Aura 's assets may be bound. No consent, approval, order or authorization of, notice to, or registration, declaration or filing with any court, administrative agency or commission or other governmental entity, authority or instrumentality, domestic or foreign, is required to be obtained or made by or with respect to Aura in connection with the execution and delivery of this Agreement or the consummation by Aura of the transactions contemplated hereby. 5.4 Aura beneficially owns the Shares, and has good and valid title to such Shares, free and clear of all Liens, and such Shares are the only securities of the Company that Aura or any of its respective Affiliates own beneficially or of record as of the date hereof.
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Related to REPRESENTATIONS AND WARRANTIES OF AURA

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Agent Agent represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Shareholder Servicing Agreement and to perform the services contemplated by this Agreement.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the Apartment; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and Apartment and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the said Land, including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the Apartment to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

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