REPRESENTATIONS AND WARRANTIES OF HOME Sample Clauses

REPRESENTATIONS AND WARRANTIES OF HOME. 3.1 Corporate Organization 12 3.2 Capitalization 13 3.3 Authority; No Violation 14 3.4 Consents and Approvals 15 3.5 Reports 16 3.6 Financial Statements 16 3.7 Broker’s Fees 18 3.8 Absence of Certain Changes or Events 18 3.9 Legal Proceedings 18 3.10 Taxes and Tax Returns 19 3.11 Employees 20 3.12 SEC Reports 23 3.13 Compliance with Applicable Law 23 3.14 Certain Contracts 24 3.15 Agreements with Regulatory Agencies 25 3.16 Risk Management Instruments 25 3.17 Environmental Matters 26 3.18 Investment Securities and Commodities 26 3.19 Real Property 26 3.20 Intellectual Property 27 3.21 Related Party Transactions 28 3.22 State Takeover Laws 28 3.23 Reorganization 28 3.24 Opinion 28 3.25 Home Information 28 3.26 Loan Portfolio 29 3.27 Insurance 30 3.28 Shared-Loss Agreements 30 3.29 No Other Representations or Warranties 30
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REPRESENTATIONS AND WARRANTIES OF HOME. Except (a) as disclosed in the disclosure schedule delivered by Home to Cascade concurrently herewith (the “Home Disclosure Schedule”), provided, that (i) no item is required to be set forth in the Home Disclosure Schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Home Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Home that such item represents an exception or fact, event or circumstance that is, or is reasonably likely to result in, a Material Adverse Effect on Home (as defined in Section 3.1(a)), and (iii) any disclosures made in the Home Disclosure Schedule with respect to a Section of Article III shall be deemed to qualify (A) any other Section of Article III specifically referenced or cross-referenced in the Home Disclosure Schedule and (B) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any Home Reports (as defined in Section 3.12) filed with or furnished to the Securities and Exchange Commission (“SEC”) by Home since December 31, 2010, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), Home hereby represents and warrants to Cascade that the representations and warranties contained in this Article III are true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, in each case in accordance with the Article III Standard or as otherwise provided in this paragraph. No representation or warranty of Home contained in this Article III shall be deemed to be untrue or incorrect, and Home shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events has had or is...
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REPRESENTATIONS AND WARRANTIES OF HOME. Home represents and warrants to CU that:
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REPRESENTATIONS AND WARRANTIES OF HOME. Home represents and warrants to --------------------------------------- each of Rogers and Shaw that: (A) Home has the power and authority to enter into this term sheet and to fully perform its respective obligations hereunder, including the right to grant the Licenses in Canada on the terms set out in this term sheet; (B) Home is not under any contractual or other legal obligation which will in any way interfere with the full, prompt and complete performance of its obligations pursuant to this term sheet; and (C) The @Home Facilities and the Services (collectively called the "@Home Property") are and will remain the sole and exclusive property of @Home and its suppliers (and where the @Home Property is the sole and exclusive property of @Home's suppliers, @Home has the necessary license to use such property for the purposes contemplated in this term sheet). @Home's ownership rights include but are not limited to: 1. Intellectual Property Rights held by @Home in the @Home Property; and 2. All modifications to and derivative works based upon such Intellectual Property Rights.
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REPRESENTATIONS AND WARRANTIES OF HOME. Home represents and warrants to Builders Square that: (a) Home currently possesses and shall maintain during the term of this Agreement, all necessary or required licenses, permits, consents or approvals (collectively, the "Licenses") required under any applicable federal, state or -------- local law, regulation, code or ordinance (collectively, "Applicable Laws"), by --------------- the states and/or governmental or quasi-governmental agencies or political subdivisions of such states as set forth in paragraph (a) of Exhibit "D", in ----------- connection with this Agreement, including the loan and financing services offered by Home hereunder and/or the establishment and operation of the Kiosks at the Stores. (b) As of the date hereof, Home has applied for all necessary Licenses required under Applicable Laws in such states as set forth in paragraph (b) of Exhibit "D". Home shall diligently pursue the obtainment of all such Licenses ----------- and upon obtainment of such Licenses, shall maintain the Licenses thereafter in good standing with the appropriate state and/or other governmental authorities. (c) Home will, within fifteen (15) business days after the date of this Agreement, apply for and diligently pursue all necessary Licenses required under Applicable Laws by the states set forth in paragraph (c) of Exhibit "D". Home ----------- shall diligently pursue the obtainment of all such Licenses, and upon obtainment of such Licenses, shall maintain the Licenses thereafter in good standing with the appropriate state and/or other governmental authorities. (d) If Home does not obtain the Licenses described in paragraphs (b) or (c) above by the end of the Test Period, then this Agreement may be terminated by either party upon written notice to the other party. In addition, if any governmental or regulatory authority now or hereafter in existence shall disapprove of the offering of loan and financing services by Home at the Stores or any aspect of the performance by either party as required herein to satisfy this Agreement, or if any such authority shall direct any party hereto to discontinue its performance hereunder, the parties agree that this Agreement may be immediately terminated at the election of either party by written notice, without liability to either party hereunder. (e) Home currently possesses and shall maintain during the term of this Agreement sufficient financial capability to originate, close, fund and service all qualifying loans to custo...
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REPRESENTATIONS AND WARRANTIES OF HOME. As an inducement to Ambermax and the Ambermax Stockholders, jointly and severerally to enter into this Agreement and to consummate the transactions contemplated herein, Home represents and warrants, as of the date of this Agreement to Ambermax and the Ambermax Stockholders, as follows:
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REPRESENTATIONS AND WARRANTIES OF HOME. WEB. Home.Web represents and warrants to Duro Enzyme as set forth below
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Related to REPRESENTATIONS AND WARRANTIES OF HOME

  • 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 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 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 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 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 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 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 Parties A. Redeveloper represents and warrants to City as follows:

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