Representations and Warranties of Novelis Sample Clauses

Representations and Warranties of Novelis. Novelis represents and warrants to and in favour of Alcan as follows, and acknowledges that Alcan is relying upon such representations and warranties in connection with the matters contemplated by this Agreement: (a) the authorized capital of Novelis consists of an unlimited number of Novelis Common Shares, an unlimited number of Novelis Special Shares, an unlimited number of first preferred shares and an unlimited number of second preferred shares none of which is currently issued and outstanding; (b) no Person holds any securities convertible into Novelis Common Shares or any other shares of Novelis or has any agreement, warrant, option or any other right capable of becoming an agreement, warrant or option for the purchase or other acquisition of any unissued shares of Novelis except as contemplated by this Agreement or the Tax Rulings; and (c) the Prospectus will not, as of the date the Registration Statement is declared effective, contain any untrue statement of a material fact, omit to state any fact that, if publicly disclosed, could reasonably be expected to have a material impact on the market price or value of the Novelis Common Shares, or omit to state any material fact necessary in order to make the statements therein not misleading; provided, however, that Novelis makes no representations or warranties as to any statements or omissions made in respect of Alcan (excluding the Separated Businesses, the Separated Assets and the Assumed Liabilities) and the Remaining Alcan Businesses.
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Representations and Warranties of Novelis. 17 ARTICLE VII - COVENANTS 17
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Representations and Warranties of Novelis. Novelis represents and warrants to AAV that: (a) Novelis (i) is a corporation duly organized, validly existing and in good standing under the laws of Switzerland and has the requisite power and authority to own, lease and operate its properties and assets and to carry on its business and operations as currently conducted, (ii) has taken all action to qualify to do business in each jurisdiction where its activities, properties or the conduct of its operations or business require such qualification, and (iii) has fully complied with the terms and conditions of its Articles of Incorporation and Bylaws in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (b) Novelis has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Novelis of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action of Novelis. This Agreement has been, and on the Effective Date the Ancillary Agreements will be, duly executed and delivered by Novelis and this Agreement constitutes, and each Ancillary Agreement when executed and delivered by Novelis shall constitute, the legal, valid and binding obligation of Novelis enforceable in accordance with their respective terms against Novelis. (c) The execution and delivery by Novelis of this Agreement does not, and the execution and delivery of each of the Ancillary Agreements by Novelis will not, require Novelis to obtain any consent of any other Person. Compliance by Novelis with the terms of this Agreement and the Ancillary Agreements and consummation by Novelis of the transactions contemplated hereby or thereby shall not require Novelis to obtain any consent from any Person, save for third party consents required for the transfer of Transferred Contracts in connection with the Demerger based on respective contractual provisions or statutory provisions provided for by specific laws. (d) The execution and delivery of this Agreement by Novelis does not, and the execution and delivery of the Ancillary Agreements by Novelis will not, and the performance by Novelis hereunder and under the Ancillary Agreements will not, (i) conflict with or result in a breach of the Articles of Incor...
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Related to Representations and Warranties of Novelis

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

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

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

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

  • 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.

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