Representations and Warranties of HAI Sample Clauses

Representations and Warranties of HAI. HAI hereby represents and warrants to XX.xxx as follows: 4.1. HAI is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and has full power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, and to enter into this Agreement and to carry out the transactions contemplated by this Agreement. 4.2. The execution, delivery and performance by HAI of this Agreement have been duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by HAI. This Agreement and the Notes constitute the valid and binding obligations of HAI legally enforceable against HAI in accordance with their respective terms. HAI has obtained all material consents, authorizations and approvals of, and has made or will make all material declarations and filings with, all federal and state governmental authorities required on the part of HAI in connection with the consummation of the transactions contemplated by this Agreement. 4.3. The execution of and performance by HAI of its obligations under this Agreement will not violate any provision of law or governmental rule or regulation, and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under (i) HAI's Certificate of Incorporation, (ii) HAI's by-laws as currently in effect (the "By-laws"), (iii) any judgment, decree or order to which HAI is bound or (iv) any agreement, contract, lease, indenture or other instrument to which HAI is bound.
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Representations and Warranties of HAI. HAI hereby represents and warrants to Merger Sub as follows:
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Representations and Warranties of HAI. As an inducement to Buyer to enter into this Agreement, HAI hereby represents and warrants to Buyer (which representations and warranties shall survive the Closing) as follows:
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Representations and Warranties of HAI. AND THE SHAREHOLDERS 10 4.1. Organization of HAI 10 4.2. Authorization, Execution and Enforceability 10 4.3. Absence of Restrictions and Conflicts 10 4.4. Capitalization 11 4.5. No Interest in Other Entities 11 4.6. Ownership of Assets and Related Matters. 11 4.7. Financial Statements; Undisclosed Liabilities 13 4.8. Operations Since Balance Sheet Date 13 4.9. Legal Proceedings 13 4.10. Licenses, Permits and Compliance with Law 13 4.11. Contracts 14 4.12. Tax Matters. 14 4.13. Employees 15 4.14. Employee Benefit Plans. 15 4.15. Labor Relations 18 4.16. Insurance 18 4.17. Intellectual Property. 18 4.18. Code Quality. 24 4.19. Transactions with Affiliates 25 4.20. Customer Relations 25 4.21. Nondisclosed Payments; Ethical Practices 25 4.22. Brokers, Finders and Investment Bankers 26 4.23. Bank Accounts; Powers of Attorney 26 4.24. Environment, Health and Safety 26 4.25. Claims Against Officers and Directors 27 4.26. Disclosure 27 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 27 5.1. Organization, Power and Good Standing 27 5.2. Authority 27 5.3. No Violation 28 5.4. Disclosure 28 5.5. Brokers, Finders and Investment Bankers 28 ARTICLE VI ACTION PRIOR TO THE CLOSING DATE 28 6.1. Access to Information 28 6.2. Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. 29 6.3. Consents of Third Parties 29 6.4. Operations Prior to the Closing Date 29 6.5. Non-Solicitation 29 ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER 30 7.1. No Misrepresentation or Breach of Covenants and Warranties 30 7.2. No Changes or Destruction of Property 30 7.3. No Restraint or Litigation 30 7.4. Necessary Consents 30 7.5. Satisfactory Completion of Due Diligence 31 7.6. 401(k) Plan 31 7.7. Automobile Leases; Tickets 31 7.8. Approval by Buyer’s Board of Directors 31 7.9. Closing Deliveries 31 7.10. Satisfaction of Advantage Reimbursement Purchase Agreement Conditions 31 7.11. Assignment of Advantage Reimbursement Performed Contracts 31 ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDERS 31 8.1. No Misrepresentation or Breach of Covenants and Warranties 31 8.2. No Restraint or Litigation 32 8.3. Closing Deliveries 32 8.4. Satisfaction of Advantage Reimbursement Purchase Agreement Conditions 32 ARTICLE IX CONFIDENTIAL INFORMATION; NON-COMPETITION 32 9.1. Definitions 32 9.2. Trade Secrets and Confidential Information. 32 9.3. Noncompetition. 33 9.4. Severability 33 9.5. Injunctive Relief 34 ARTICLE X ADDITIONAL COVENANTS AND AGREEM...
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Related to Representations and Warranties of HAI

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

  • 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 THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the Apartment; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and Apartment and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the said Land, including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the Apartment to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

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

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge 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:

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