Representations and Warranties of CSC Sample Clauses

Representations and Warranties of CSC. CSC represents, warrants and acknowledges to and covenants and agrees with RDRD as follows:
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Representations and Warranties of CSC. In order to induce GSA to enter into this Agreement and to consummate the transactions contemplated hereby, CSC hereby represents and warrants to GSA as follows:
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Representations and Warranties of CSC. CSC hereby makes the following representations and warranties to MGM, both on the date hereof and on the closing date of the transactions contemplated hereby: a. Each of CSC, RMHI, each Partnership and other each Business Entity is a duly incorporated corporation or a duly formed partnership or LLC, as the case may be, and is validly existing and in good standing it its jurisdiction of incorporation or formation, as the case may be, has the corporate partnership or LLC (as the case may be) power and authority to conduct its business as currently and as proposed to be conducted and is duly qualified as a foreign corporation in each jurisdiction where the nature of its business or activities or the presence of its properties require such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, condition (financial and other) and results of operations of either Partnership and the Business Entities taken as a whole (a “Partnership Material Adverse Effect”). b. This Agreement and the transactions contemplated hereby have been authorized by all requisite corporate action on the part of CSC and RMHI and when executed and delivered to MGM will constitute the legal, valid and binding obligation of each CSC and RMHI, enforceable against CSC and RMHI in accordance with its terms subject, in each case to the approval of CSC’s and RMHI’s respective Boards of Directors. c. No information in the definitive proxy statement filed by CSC with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and mailed to stockholders on or about October 10, 2000, relating, directly or indirectly, to the Partnerships or the other Business Entities, contained any misstatement of material fact or omitted to state a material fact necessary to make the statements therein not misleading, and all financial statements contained therein or filed therewith that consolidate or reflect the results or operations of the Partnerships and/or other Business Entities were prepared in accordance with GAAP consistently applied and fairly presented the financial position, results of operations and cash flows of such entities.
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Representations and Warranties of CSC. CSC hereby represents and warrants as follows:
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Representations and Warranties of CSC. In connection with the transactions provided for herein, CSC hereby represents and warrants to the Company that: 2
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Representations and Warranties of CSC. CSC hereby represents and warrants to CSRA that: (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; (b) it has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. CSC has obtained all necessary corporate approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CSC and (assuming due authorization, execution and delivery by CSRA) shall constitute CSC’s legal, valid and binding obligation, enforceable against it in accordance with its terms; and (c) it is the record owner of, and has good and valid title to, the Membership Interests, free and clear of any Encumbrances.
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Representations and Warranties of CSC. Except as set forth in the correspondingly numbered section of the disclosure schedules delivered by CSC to Parent and Subco prior to or contemporaneously with the execution of this Agreement (the “CSC Disclosure Schedules”), CSC represents and warrants to Parent and Subco that the statements contained in this Article IV are true and correct as of the date hereof and shall be true and correct as of immediately prior to the Closing. For purposes of this Agreement, a document shall be deemed to have been “made available” by CSC to Parent and Subco only if it has been posted in the electronic data site maintained by CSC in connection with the Mergers prior to the execution of this Agreement.
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Representations and Warranties of CSC. CSC represents and warrants to Sellers that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as to the Closing as though made as of the Closing. CSC's representations and warranties shall survive the Closing.
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Representations and Warranties of CSC. 5.1 CSC represents and warrants to Customer as follows: a. It is a corporation duly organized and existing and in good standing under the laws of the State of Delaware. b. It is empowered under applicable laws and by its charter and bylaws to enter into and perform the services contemplated in this Exhibit. c. All requisite corporate proceedings have been taken to authorize it to enter into and perform the services contemplated in this Exhibit. d. It has and will continue to have and maintain the necessary facilities, equipment, and personnel to perform its duties and obligations as set forth under this Exhibit.
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Related to Representations and Warranties of CSC

  • 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 COMPANY The Company hereby represents and warrants to each Purchaser 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 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 BUYER Buyer hereby represents and warrants to Seller as follows:

  • 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 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 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:

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