REPRESENTATIONS AND WARRANTIES OF CCC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CCC. CCC represents and warrants to Bank that: a. GOOD STANDING. CCC is a corporation organized, validly existing and in good standing under the laws of the State of California, and has its principal office in Los Angeles, California.
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REPRESENTATIONS AND WARRANTIES OF CCC. CCC hereby represents and warrants to CNFC that: 2.1 Organization- CCC: is a corporation duly organized, validly existing, and in good standing under the laws of the Province of Ontario, has all necessary corporate powers to carry on its business as now owned and operated, and is duly qualified to do business and is in good standing in each of the states and other jurisdictions where its business requires qualification.
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REPRESENTATIONS AND WARRANTIES OF CCC. CCC hereby represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF CCC. ‌ CCC represents and warrants to and in favour of Orca and AcquisitionCo as follows and acknowledges that Orca and AcquisitionCo are relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
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REPRESENTATIONS AND WARRANTIES OF CCC. CCC hereby represents and warrants to DCL as follows. (a) That CCC shall not disclose or distribute (except as expressly authorised in this Agreement) the Proprietary Information to any third party except with prior written agreement from DCL. The following disclosures and distributions of the Proprietary Information are expressly permitted, provided that the party to whom disclosure is made is correspondingly bound (to the same extent that CCC is bound hereunder) to keep the disclosed information secret and confidential: (i) those required to comply with any relevant source code escrow provision to which CCC is, or may become, subject to; (ii) those designed solely to permit CCC to have a CCC product incorporating the Licensed Programs translated into a language other than English; (iii) those third party contract programmers, consultants and other such contractors, who are authorized by CCC to perform work on the Source Code of the Licensed Programs, or on other Proprietary Information, solely for the purpose of developing or supporting a CCC product incorporating the Licensed Programs. (b) That CCC shall not sell or otherwise distribute the Licensed Programs or Proprietary Information except pursuant to the terms of this Agreement.
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REPRESENTATIONS AND WARRANTIES OF CCC. CCC represents and warrants to NCBE, except as disclosed in the writing delivered to NCBE concurrently with the execution of this Agreement (the "Disclosure Schedule"), as follows: (i) ORGANIZATION AND GOOD STANDING OF CCC. CCC is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and has all necessary corporate power to own its properties and assets and to carry on its business as now conducted. CCC is duly qualified to conduct its business and is in good standing in each jurisdiction in which the nature of the business transacted by CCC requires such qualification. CCC is duly registered with the Federal Reserve Board as a bank holding company under the Bank Holding Company Act of 1956, as amended. (ii) CAPITAL STOCK. On the date hereof, CCC has 500 shares of CCC Common authorized, all of which are issued and outstanding. All of the issued and outstanding shares of CCC Common are duly and validly authorized and issued, fully paid and nonassessable. None of the issued and outstanding shares of CCC Common have been issued in violation of any preemptive rights. There are no other classes of capital stock or equity securities of CCC other than CCC Common. There are no outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities convertible into or exchangeable for, shares of CCC Common or any contracts, commitments, understandings or arrangements by which CCC is or may be obligated to issue additional shares of CCC Common. (iii) ORGANIZATION OF THE BANK. The Bank is a banking corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky. The deposits of the Bank are insured by the Bank Insurance Fund administered by the FDIC up to applicable limits. (iv) CAPITAL STOCK OF THE BANK. On the date hereof, the Bank has 500 shares of common stock, $50.00 par value per share ("Bank Stock"), authorized, all of which are issued and outstanding. CCC is the record and beneficial owner of all of the issued and outstanding shares of the Bank Stock. All of the issued and outstanding shares of Bank Stock are duly and validly authorized and issued, fully paid and non-assessable. None of the issued and outstanding shares of Bank Stock have been issued in violation of any preemptive rights. There are no other classes of capital stock or equity securities of the Bank other than Bank Stock. Ther...
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REPRESENTATIONS AND WARRANTIES OF CCC. CCC hereby represents and warrants to GPAY and GPAY Subco as following:
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REPRESENTATIONS AND WARRANTIES OF CCC. CCC represents and warrants to ALS that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though then made).
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REPRESENTATIONS AND WARRANTIES OF CCC. CCC represents and warrants that: (i) all corporate action on the part of CCC, its officers, directors and shareholders necessary for the authorization of this Agreement and the performance of all obligations of CCC hereunder has been taken; (ii) this Agreement, when executed and delivered will be a valid and binding obligation of CCC enforceable in accordance with its terms; (iii) it has the right, power and authority to grant the rights and licenses granted hereunder, and all obligations owed to third parties by CCC under this Agreement will be fully paid up by CCC so that Synergy will not have any obligations with respect thereto; (iv) to the best of CCC's knowledge, it has received from third party contractor(s) used in the development of the Original Source Code, written assignment(s) of any work product created by such third party(ies) during the course of said development which is part of the Components, including without limitation, the copyright(s) therein, transferring all right, title and interest therein to CCC; and (v) except as otherwise provided for in this Agreement, CCC hereby sells, assigns, transfers and conveys to Synergy the Assets in their "AS IS - WHERE IS" condition.
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Related to REPRESENTATIONS AND WARRANTIES OF CCC

  • 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 BUYER Buyer hereby represents and warrants to Seller as follows:

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

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

  • 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 PARENT Parent hereby represents and warrants to the Stockholder as follows:

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