Representations and Warranties of Beacon Sample Clauses

Representations and Warranties of Beacon. Beacon is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Beacon has all requisite power and authority, rights and franchises to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and to enter into and perform this Agreement. The execution, delivery and performance of this Agreement by Beacon are within Beacon's power and have been duly authorized. This Agreement has been duly executed by Beacon and is a legally valid and binding obligation of Beacon, enforceable against Beacon in accordance with its terms, except as enforceability thereof may be affected by (i) bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally and (ii) availability of certain equitable remedies may be limited by certain equitable principles of general applicability.
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Representations and Warranties of Beacon. Beacon hereby represents and warrants to MPG and MOF that the statements contained in this Section 11 are true and correct as of the date hereof and shall be true and correct as of the Closing: (a) Beacon has all requisite corporate power and authority to execute and deliver this Agreement and the Implementing Agreements, and to consummate the Framework Transactions. The execution, delivery and performance of this Agreement and the Implementing Agreements have been duly and validly authorized by all necessary corporate action on the part of Beacon. This Agreement and the Implementing Agreements have been (or shall be as of the Closing) duly executed and delivered by Beacon, and each of this Agreement and the Implementing Agreements is (or shall be as of the Closing) a legally valid and binding obligation of Beacon, enforceable against Beacon in accordance with its respective terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity; (b) Beacon is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its assets and to carry on its business as presently conducted and as proposed to be conducted. Beacon is duly licensed or qualified to do business and is in good standing as a limited liability company in each jurisdiction where such licensing or qualification is necessary, except where the failure to be in good standing or to be duly licensed or qualified to transact business does not and would not reasonably be expected to impair Beacon’s ability to perform its obligations hereunder and/or under the Implementing Agreements and is not reasonably likely to prohibit or delay the performance or consummation of the Framework Transactions by Beacon; (c) The execution and delivery of this Agreement and the Implementing Agreements by Beacon and the performance and consummation of the Framework Transactions by Beacon do not and will not (i) conflict with or violate any provision of the organizational documents of Beacon, (ii) conflict with, or result in the breach of, or constitute a default under, or require the giving of notice, or result in loss of material benefit, or give rise to any obligations of Beacon to make payment under, or result in the creation of a Lien, or result in the termination, cancellation or...
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Representations and Warranties of Beacon. Beacon hereby represents and warrants to, and covenants with, the Company, as follows:
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Representations and Warranties of Beacon. Beacon represents and warrants to the Stockholder as follows:
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Representations and Warranties of Beacon. Beacon represents and warrants to the Company as follows as of the date hereof: (a) Beacon (or its advisors) is a sophisticated investor with sufficient financial experience to assess the risks of investing in the Company and acquiring the Purchased Shares, the Conversion Shares, the Warrants and the Warrant Shares, and is acquiring the Purchased Shares to be acquired by it under this Agreement and the Warrants for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. Beacon was not formed for the purpose of acquiring the Purchased Shares or the Warrants or otherwise investing in the Company. (b) Beacon understands that (i) except as provided in the Registration Rights Agreement dated as of February 3, 1997 by and between the Company and Beacon (as amended), the Purchased Shares and the Warrants have not been, and that the Warrant Shares and the Conversion Shares will not be, registered under the Securities Act or any state securities laws, by reason of their issuance by the company in a transaction exempt from the registration requirement thereof, and (ii) the Purchased Shares, the Warrants, the Warrant Shares and the Conversion Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. (c) Beacon further understands that the exemption from registration afforded by Rule 144 (the provision of which are known to such Investor) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (d) Beacon has not employed any broker or finder in connection with the transaction contemplated by this Agreement. (e) Beacon is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act).
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Representations and Warranties of Beacon. 10 2.1 ORGANIZATION, STANDING AND POWER OF BEACON ..........................10 2.2
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Representations and Warranties of Beacon. Except as set forth in the letter of even date herewith signed by the President and Chief Executive Officer or the Executive Vice President and Chief Operating Officer of Beacon and delivered to EOP prior to the execution hereof (the "Beacon Disclosure Letter"), Beacon and Beacon Partnership represent and warrant to EOP and EOP Partnership as follows:
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Representations and Warranties of Beacon. Beacon represents and ---------------------------------------- warrants to the Company as follows as of the date hereof and the Closing Date: (a) Beacon is validly existing under the laws of the state of Delaware, is resident in New York and has all power and authority to enter into and perform each of the Documents to which it is a party. Each of the Documents to which it is a party has been duly authorized by all necessary action on the part of Beacon. Each of the Documents to which it is a party constitutes a valid and binding agreement of Beacon enforceable against Beacon in accordance with its terms except to the extent that enforceability may be limited by principles of equity, bankruptcy, insolvency or other similar laws affecting creditors' rights generally. (b) The execution, delivery and performance by Beacon of each of the Documents to which it is a party and the consummation by Beacon of the transactions contemplated thereby will not (i) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to it, or any of its properties or assets or (ii) violate its organizational documents. (c) No permit, authorization, consent or approval of or by, or any notification of or filing with, any person (governmental or private) is required in connection with the execution, delivery and performance by Beacon of each of the Documents to which it is a party or any documentation relating thereto, or the consummation by Beacon of the transactions contemplated thereby.
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Related to Representations and Warranties of Beacon

  • 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 Parties A. Redeveloper represents and warrants to City as follows:

  • 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 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 Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

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

  • Representations and Warranties of Party A Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

  • 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 SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

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