Representations and Warranties of CXXX Sample Clauses

Representations and Warranties of CXXX. CXXX hereby represents and warrants to GMAC as Seller and Servicer as of the Closing Date:
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Representations and Warranties of CXXX. In addition to the covenants, warranties and representations made elsewhere in this Agreement, Cxxx does hereby covenant, warrant and represent that, as of the date of this Agreement: (a) Cxxx has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (b) All acts and other proceedings required to be taken by Cxxx to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken. (c) This Agreement has been duly executed and delivered by Cxxx and constitutes the valid and binding obligation of Cxxx, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency and other similar laws and general equitable principles. (d) Cxxx has obtained all approvals and consents required to be obtained by it in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby from all governmental authorities having any approval rights with respect thereto, and all Persons having consent rights, such that the failure to consent would have a material, adverse effect on the Company Subsidiary, the Company or any of their respective assets. (e) The sole material asset of Cxxx is its Membership Interest. Notwithstanding the provisions of the introductory paragraph of this Section 6.1, the provisions of this Section 6.1(e) shall be a continuous covenant of Cxxx so long as it shall continue to be a Member hereunder. (f) No Person that is treated as a partner in Cxxx for federal income tax purposes, and no Person that owns an interest in any such partner, directly or indirectly through one or more entities that are (i) treated as partnerships for federal income tax purposes, (ii) disregarded for federal income tax purposes or (iii) trusts that are treated as owned by a grantor or any other Person pursuant Sections 671 through 679 of the Code and the Treasury Regulations thereunder, is a “qualified organization” within the meaning of section 514(c)(9)(C) of the Code. (g) Cxxx is not an “employee benefit plan”, as defined in Section 3(3) of the ERISA, or a “plan”, as defined in Section 4975(e) of the Code and the assets of Cxxx are not deemed to be “plan assets” of one or more such plans for purposes of Title I of ERISA or Section 4975 of the Code. In addition, Cxxx is not a “governmental plan” within the meaning of Sectio...
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Representations and Warranties of CXXX. XXXX represents and warrants to Company and the Company Shareholders as follows: 1.1 CXXX Profile. CXXX is currently conducting, but has not engaged in business operations which generated significant revenues and will not have conducted business operations other than those described herein. Other than the costs associated with transaction proposed herein, CXXX has no liabilities of any nature, whether accrued absolute, contingent, known or otherwise, except as described in its financial statements. CXXX has no assets except as disclosed on its audited financial statements Within thirty days of the closing of this document, CXXX will have divested itself of all assets and liabilities, including the series of notes payable to the Rxxxxx corporation and other individuals and ceased its current operations. All notes payables will be converted with releases given with the exception of an $80,000 note payable to the Rxxxxx Corporation. The Company will not be responsible for any liabilities caused by the operation of CXXX prior to the Company taking control of public company. There is a lawsuit involving CXXX and Cxxxxxx Canada, Inc. and the divested company shall be responsible for all liabilities incurred. a. CARL will do that by organizing a subsidiary corporation and then authorizing a spin-out of the shares of that corporation to its present of-record stockholders on a pro-rata basis as a partial liquidating stock dividend, that it will Issue those certificates at this time, but that it will not distribute the certificates unless and until it is in receipt of an opinion of counsel that there is adequate information about the spin-off and the subsidiary and its business available to the trading markets; and b. That CXXX organized a prior subsidiary in July of 2001, i.e. Tamco Holdings to which CXXX transferred its interest in certain mineral properties and authorized a pro-rata spin-out as a partial liquidating dividend, and which it will now proceed to complete on the same basis as described above.
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Representations and Warranties of CXXX. In order to induce Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, CXXX represents and warrants, with such representations and warranties being true and correct in all material respects, to Purchaser:
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Representations and Warranties of CXXX. Xxxx hereby represents and warrants to and in favour of KHD that: (a) Cxxx was duly continued and is a valid and subsisting corporation under the provisions of the YBCA. Cxxx has all requisite corporate power and authority to carry on its business as now being carried on by it and to own or lease and operate its properties and assets and is duly licensed or otherwise qualified to carry on business in each jurisdiction in which a material amount of its business is conducted or wherein the character of the properties and assets now owned by it makes such qualification necessary, except where such failure to be duly licensed or otherwise qualified would not have a Material Adverse Effect; (b) as of the date hereof, the authorized capital of Cxxx consists of: (i) an unlimited number of Cxxx Shares; (ii) an unlimited number of voting preferred shares; (iii) an unlimited number of preferred shares; (iv) 187,500 Series A preferred shares; and (v) an unlimited number of Series B preferred shares. As of September 11, 2006, 8,696,928 Cxxx Shares and 49,000 Series B preferred shares are validly issued and outstanding as fully paid and non-assessable, and no other shares are issued and outstanding. Except as set out herein and in the Cxxx Disclosure Documents, there are no other options, warrants, conversions, privileges, calls or other rights, agreements, arrangements, commitments or obligations of Cxxx to issue or sell any shares of any capital stock of Cxxx or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of Cxxx or any other person, nor are there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements, or commitments based upon the book value, income or any other attribute of Cxxx; (c) Cxxx has no subsidiaries; (d) Cxxx has no outstanding agreements, subscriptions, warrants, options or commitments, nor has it granted any rights or privileges capable of becoming an agreement, subscription, warrant, option or commitment, obligating it to issue any additional securities convertible into debt securities or evidence of indebtedness whatsoever except as otherwise disclosed in the Cxxx Disclosure Documents; (e) Cxxx has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Arrangement Agreement and the agreements, documents and transactions contemplated herein ar...
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Representations and Warranties of CXXX. (a) Cxxx represents and warrants to MEI that he is under no legal disability with respect to entering into this Agreement. (b) Cxxx represents and warrants that it is an "accredited investor" with the meaning of that term as used in Rule 501 of Regulation D of the Rules and Regulations of the Securities and Exchange Commission and is capable, through experience and financial strength, to make and understand an investment decision leading to the purchase of the Common Stock of MEI contemplated herein. (c) Cxxx represents and warrants that the shares of Common Stock, are being purchased by him solely for his own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others. (d) Cxxx further consents to the placement of the following legend, or a legend similar thereto, on the certificates representing shares of Common Stock: THESE SECURITIES, AND THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.
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Related to Representations and Warranties of CXXX

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

  • 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 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 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 XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

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