REPRESENTATIONS AND WARRANTIES OF CARLYLE Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CARLYLE. Carlyle hereby represents and warrants to the Company as follows: (a) Carlyle is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization. Carlyle has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery by Carlyle of this Agreement, the performance of the obligations of Carlyle under this Agreement and the consummation of the transactions contemplated hereby (assuming that the consents, approvals and filings referred to in Section 3.4 of the Merger Agreement are duly obtained and/or made) do not and will not conflict with, violate any provision of, or require any consent or approval of any Person under, Applicable Law, the organizational documents of Carlyle or any contract or agreement to which Carlyle is a party. (c) The execution, delivery and performance of this Agreement by Carlyle has been duly authorized by all necessary corporate action on the part of Carlyle. This Agreement has been duly executed and delivered by Carlyle and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of Carlyle, enforceable against Carlyle in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
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REPRESENTATIONS AND WARRANTIES OF CARLYLE. Carlyle represents and warrants, to and for the benefit of the Company, Conexant and the other Conexant Indemnitees as follows: 3.1 Due Organization; Authority; Binding Nature of Agreements. Carlyle is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Carlyle has the requisite corporate power and authority to enter into, deliver and to perform its obligations under each of the Transactional Agreements to which it is a party; and the execution, delivery and performance by Carlyle of the Transactional Agreements to which it is a party have been duly authorized by all necessary action on the part of Carlyle and its members and no other limited liability company proceedings on the part of Carlyle are necessary to authorize the Transactional Agreements and the transactions contemplated thereby. This Agreement constitutes the legal, valid and binding obligation of Carlyle, enforceable against Carlyle in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which Carlyle is a party will constitute the legal, valid and binding obligation of Carlyle, enforceable against Carlyle in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability.
REPRESENTATIONS AND WARRANTIES OF CARLYLE. Carlyle represents and warrants, to and for the benefit of the Company, Conexant and the other Conexant Indemnitees as follows:
REPRESENTATIONS AND WARRANTIES OF CARLYLE. Carlyle hereby makes the following representations and warranties to MHI, which representations and warranties shall be deemed remade upon the acquisition of any Project by a Venture: (a) Carlyle is a limited liability company duly formed and validly existing under the laws of the State of Delaware, with all requisite power and authority to carry on its business as now being conducted. Carlyle has all requisite power and authority to enter into this Agreement and the other agreements contemplated to be entered into by it in connection herewith and to carry out the transactions contemplated hereby and thereby. (b) The execution and delivery of this Agreement and the other agreements to be entered into by it in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Carlyle. This Agreement and such other agreements have been executed and delivered by a duly authorized officer or agent of Carlyle and constitute the valid and binding obligations of Carlyle, enforceable against Carlyle in accordance with the terms hereof and thereof, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. (c) The execution, delivery and performance of this Agreement and all other agreements contemplated hereby by Carlyle do not: (i) violate any decree or judgment of any court or governmental authority that may be applicable to Carlyle; (ii) violate any law (or regulation promulgated under any law); (iii) violate or conflict with, or result in a breach of, or constitute a default (or an event with or without notice or lapse of time or both would constitute a default) under, any contract or agreement to which Carlyle is a party; or (iv) violate or conflict with any provision of the organizational documents of Carlyle.
REPRESENTATIONS AND WARRANTIES OF CARLYLE. Carlyle represexxx xxx xxxxxxxx xx Xolding and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF CARLYLE. As a material inducement to the Company entering into this Agreement, Carlyle hereby represents, and warrants to the Company the following (except as may be otherwise disclosed on a Schedule attached to this Agreement), in each case as of the date of this Agreement and the Closing Date, unless otherwise specifically provided:
REPRESENTATIONS AND WARRANTIES OF CARLYLE. Carlyle hereby represents and warrants to JACO as follows (which representations and warranties Carlyle shall also make as of the Closing Date): (1) Except as set forth in subparagraphs A(2) through A(6) below, the sale of the Carlyle Interest is and will be made on an "as is" basis, without representations and warranties of any kind or nature, express, implied, or otherwise, including, but not limited to, any representation or warranty concerning title to the Business Property, the physical condition of the Business Property (including, but not limited to, the condition of the soil or the improvements), the environmental condition of the Business Property (including, but not limited to, the presence or absence of hazardous substances on or respecting the Business Property), the compliance of the Business Property with applicable laws and regulations (including, but not limited to, zoning and building codes or the status of development or use rights respecting the Business Property), the financial condition of the Business Property or the Partnership or any other representation or warranty respecting any income, expenses, charges, liens or encumbrances, rights or claims on, affecting or pertaining to the Partnership or the Business Property or any part thereof. JACO acknowledges that JACO is an existing partner in the Partnership, and is also affiliated with The Jxxx Xxxxxxx Management Company ("Manager"), the manager of the Business Property. JACO acknowledges that, except as to matters specifically set forth in subparagraphs A(2) through A(6) below, JACO will acquire the Carlyle Interest solely on the basis of (a) its own physical and financial examination of the Business Property (JACO having completed all such due diligence reviews, examinations and inspections deemed necessary by JACO) and (b) information and knowledge in its possession and in the possession of Manager. As a result of its existing interest in the Partnership and/or its affiliations with Manager, as applicable, JACO is not relying upon, and has no need to rely upon, any knowledge or information in the possession of Carlyle with respect to any of the foregoing matters except as set forth herein. (2) Carlyle is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Illinois. (3) Carlyle is duly authorized, and qualified under any and all applicable laws, regulations, ordinances and orders to do all things required of it, under and in c...
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REPRESENTATIONS AND WARRANTIES OF CARLYLE. Carlyle represents and warrants to Levcor that, except as specifically disclosed in the letter dated the date hereof and delivered by Carlyle to Levcor simultaneously with the execution and delivery of this Agreement (the "Carlyle Disclosure Letter") or in the Carlyle SEC Documents:
REPRESENTATIONS AND WARRANTIES OF CARLYLE. 24 Section 3.01 Organization 24 Section 3.02 Authorization; Validity 24 Section 3.03 No Conflict; No Violation 25 Section 3.04 Consents and Approvals 25 Section 3.05 Title to the Subject Units 25 Section 3.06 Brokers 25 Section 3.07 Litigation 26 Section 3.08 No Other Representations and Warranties 26

Related to REPRESENTATIONS AND WARRANTIES OF CARLYLE

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

  • 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 Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • 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 Customer The Customer represents and warrants to the Transfer Agent that:

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

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

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

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