Representations and Warranties of Holding and Newco Sample Clauses

Representations and Warranties of Holding and Newco. Each of Holding and Newco represents and warrants to the Investors as follows: (a) Each of Holding and Newco is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunder and thereunder. The execution and delivery by each of Holding and Newco of this Agreement and the agreements contemplated hereby, the performance by each of Holding and Newco of its obligations hereunder and thereunder, and the consummation by each of Holding and Newco of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action. This Agreement has been duly executed and delivered by each of Holding and Newco and, assuming the due authorizations, executions and deliveries thereof by the Investors, constitutes a legal, valid and binding obligation of each of Holding and Newco, enforceable against each of Holding and Newco in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law). (b) As of the date hereof, the authorized capital stock of Holding consists of 2000 shares of Holding Common Stock, 10 of which are issued and outstanding and held by BLUM as of the date hereof (each such share having beex xxrchased by BLUM for a cash price of $16.00 per share). As of the xxxe hereof, the authorized capital stock of Newco consists of 2000 shares of common stock, par value $.01 per share ( "Acquiror Common Stock"), 10 of which are issued and outstanding and held by Holding as of the date hereof (each such share having been purchased by Holding for a cash price of $16.00 per share). (c) The BLUM Shares, the Freeman Spogli Shares and the Other Ixxxxtors Shares, xxxx xxxxxx xxd delivered in accordance with the terms hereof and upon receipt of payment required to be made hereunder, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any mortgage, pledge, security interest, claim, encumbrance, lien or charge of any kind (each, a "Lien"). (d) The execution, delivery and performance by each of Holding and Newco of this...
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Representations and Warranties of Holding and Newco. HOLDING and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section are true at the date of this Agreement and shall be true at the time of the Pre-Closing and the Closing Date and that such representations and warranties shall survive the Closing Date until such time as all statute of limitations periods have run for all tax periods ended on or prior to or which include the Closing Date, which shall be deemed to be the Expiration Date for purposes of this Section 17.3. (a) No stock or securities will be issued to the STOCKHOLDERS, the stockholders of the Other Founding Companies (who, together with the STOCKHOLDERS, are hereinafter referred to as the "HOLDERS") and the purchasers of the HOLDING Stock in the IPO for services rendered to or for the benefit of HOLDING in connection with the Proposed Transaction. (b) No stock or securities will be issued for any indebtedness owed to any HOLDER in connection with the Proposed Transaction. (c) Each HOLDER will receive HOLDING Stock or other property approximately equal to the fair market value of the shares of the stock in its respective Founding Company that such HOLDER surrenders pursuant to this Agreement or Other Agreements as the case may be. (d) There is no indebtedness between the HOLDERS and HOLDING, and there will be no indebtedness created in favor of any HOLDER as a result of the Proposed Transaction. (e) Except as otherwise provided in Section 18.6, each of the parties to the Proposed Transaction will pay its or his/her own expenses, if any, incurred in connection with the Proposed Transaction. (f) Each of NEWCO and HOLDING shall comply with the tax reporting requirements of section 1.351-3 of the Treasury regulations promulgated under the Code, and shall treat the transaction as a transfer of property under section 351(a) of the Code. (g) Except as otherwise specifically contemplated by this Agreement or the Registration Statement, after the Closing Date, HOLDING shall not and shall not permit any of its subsidiaries to take any action that would jeopardize the qualification as a transaction under Section 351 of the Code of the Proposed Transaction. (h) There is no plan or intention on the part of HOLDING to redeem or otherwise reacquire any HOLDING Stock to be issued in the Proposed Transaction. (i) Taking into account any issuance of additional shares of HOLDING Stock and any issuance of HOLDING...
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Related to Representations and Warranties of Holding and Newco

  • Representations and Warranties of Holdings Holdings represents and warrants to Buyer as set forth below:

  • Representations and Warranties of Holder Holder hereby represents and warrants to the Purchaser and the Company as follows:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

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

  • REPRESENTATIONS AND WARRANTIES OF NEWCO Newco represents and warrants to the Company as follows:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

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

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