REPRESENTATIONS AND WARRANTIES OF CRA Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CRA. 11 (a) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER..........11 (b) CAPITALIZATION OF CRA AND ITS SUBSIDIARIES................11 (c) AUTHORIZATION OF TRANSACTION..............................12 (d) NONCONTRAVENTION..........................................12 (e) FILINGS WITH THE SEC......................................13 (f)
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF CRA. CRA represents and warrants to the Merger Sub and SSI that the statements contained in this ss.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 made then and as though the Closing Date were substituted for the date of this Agreement throughout this ss.3), except as set forth in the disclosure schedule delivered concurrently with this Agreement (the "DISCLOSURE SCHEDULE"). The Disclosure Schedule of CRA will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this ss.3.
Sample 1Sample 2Sample 3
REPRESENTATIONS AND WARRANTIES OF CRA. CRA represents and warrants to OSI that (a) CRA is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by CRA and the consummation by CRA of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CRA and no other corporate proceedings on the part of CRA are necessary to authorize this Agreement or any of the transactions contemplated hereby, (d) this Agreement has been duly executed and delivered by CRA and constitutes a valid and binding obligation of CRA, and, assuming this Agreement constitutes a valid and binding obligation of OSI, is enforceable against CRA in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity, (d) CRA has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, upon exercise of the CRA Option, and at all times from the date hereof through the expiration of the CRA Option will have reserved, a number of authorized and unissued CRA Shares not less than the Option Number, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, (e) upon delivery of CRA Shares to OSI upon the exercise of the CRA Option, OSI will acquire CRA Shares, free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever, (f) the execution and delivery of this Agreement by CRA does not, and the performance of this Agreement by CRA will not (i) violate the Articles of Organization or By-Laws of CRA, (ii) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to CRA or by which it or any of its property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of CRA pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument or oblig...
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF CRA. 19 - 6.1. Existence; Good Standing; Corporate Authority...............- 19 - 6.2. Authorization, Validity and Effect of Agreements............- 19 - 6.3. Capitalization..............................................- 20 - 6.4. Subsidiaries................................................- 20 - 6.5. Other Interests.............................................- 20 - 6.6. No Conflict; Required Filings and Consents..................- 21 - 6.7. Compliance..................................................- 22 - 6.8. SEC Documents...............................................- 22 - 6.9. Litigation..................................................- 23 - 6.10. Absence of Certain Changes..................................- 23 - 6.11. Taxes.......................................................- 23 - 6.12
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF CRA. Except as set forth in the disclosure letter delivered at or prior to the execution hereof to OSI (the "CRA Disclosure Letter") or in CRA Reports (as defined below), CRA represents and warrants to OSI as of the date of this Agreement as follows:
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF CRA. CRA represents and warrants to Tildxx xxx the Members as follows:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF CRA

  • 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 CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • 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 the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under 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 Contractor Contractor represents and warrants to Company the following:

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

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!