Representations and Warranties of PAC Sample Clauses

Representations and Warranties of PAC. PAC represents and warrants to the Company and Holding as follows: (a) PAC is a corporation validly organized and in good standing under the laws of the state of Oklahoma; this Agreement has been duly authorized by all appropriate corporate action of PAC and is legally binding on and enforceable against PAC in accordance with its terms; and the performance by PAC of its obligations hereunder will not violate or conflict with its Certificate of Incorporation, Bylaws or any agreement, contract, indenture or other instruments to which it is a party or by which it or its property is bound; (b) As of the date of this Agreement and of the Closing, all of the capital stock of PAC is held of record and beneficially by Xxxx Xxxx and Xxx XxXxxxxxx and the only officers and directors of PAC are: Xxxx Xxxx - Director and Vice president, Secretary; and Xxx XxXxxxxxx - Director and President, Asst. Secretary (c) PAC acknowledges the receipt of the amended Form 10SB filed on or about June 5, 2000, by PalWeb with the Securities and Exchange Commission, a copy of which is attached hereto as Exhibit "C", and that PAC management has read and understands the information contained therein and further that such Form 10SB has not been declared effective by the Securities and Exchange Commission and is subject to amendment; (d) PAC is aware that no federal or state agency has made any findings or determination as to the fairness for public or private investment, nor any recommendation or endorsement of the Shares as an investment; (e) PAC recognizes the risks of loss associated with the purchase of the Shares and that the Shares constitute an investment which is suitable and consistent with the investment program of PAC and that PAC's financial situation enables it to bear the risks of this investment, including the risk of loss of the entire investment; (f) PAC is aware that there are market risks with respect to the Shares and that it may not be possible to readily liquidate the Shares; (g) PAC confirms that in making its decision to acquire the Shares its representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from PalWeb or any person acting on its behalf concerning PalWeb, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without reasonable effort or expense, necessary to verify the accuracy of the information set forth in Exhibit "C", and that no r...
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Representations and Warranties of PAC. This Agreement is made pursuant to and upon the representations, warranties, covenants and agreements on the part of PAC contained in the Receivables Purchase Agreement and is to be governed by the Receivables Purchase Agreement. All of such representations, warranties, covenants and agreements are hereby incorporated herein and are in full force and effect as though specifically set forth herein.
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Representations and Warranties of PAC. PAC hereby warrants and represents to CHC that the statements contained in this Article V are true and correct as of the Closing Date:
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Representations and Warranties of PAC. As of the Closing Date, PAC will represent and warrant to SureQuest and acknowledges that SureQuest is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of SureQuest as follows:
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Representations and Warranties of PAC. PAC represents and warrants to BPA and Idaho Power as of the Effective Date as follows: (a) It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. (b) It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement. (c) It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part. (d) The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party. (e) This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity. (f) All material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.
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Representations and Warranties of PAC. PAC represents and warrants to the Licensors that there is no action, suit, proceeding or investigation pending or, to its knowledge, threatened before any court or administrative agency against PAC or its Affiliates which could, directly or indirectly, reasonably be expected to materially affect its ability to perform its obligations hereunder or the Commercialization by PAC of the Product.
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Representations and Warranties of PAC. PAC represents and warrants to FFCA and Mortgagee as follows: (a) it is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with all power and authority necessary to own, lease and operate its properties and carry on its business as now conducted and execute, deliver and perform this Agreement and the Operative Documents to which it is a party; (b) all necessary organizational action has been taken by it to authorize the execution, delivery and performance of this Agreement and the Operative Documents to which it is a party and this Agreement has been duly executed and delivered by it; (c) there are no suits, actions, proceedings or investigations pending or, to the best of its knowledge, threatened against or involving it before any court, arbitrator or administrative or governmental body which might reasonably result in a material adverse change in the contemplated business, condition, worth or operations of PAC; (d) the authorization, execution, delivery and performance of this Agreement and the Operative Documents to which it is a party will not result in any breach or default under any other document, instrument or agreement to which it is a party or by which it is subject or bound; (e) the authorization, execution, delivery and performance of this Agreement and the Operative Documents to which it is a party will not violate any applicable law, statute, regulation, rule, ordinance, code or order; (f) this Agreement and, upon execution, the Operative Documents to which it is a party constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with its terms; (g) no consent, license, permit, approval or authorization of any person, entity or governmental authority, is required in connection with its execution, delivery or performance of this Agreement and the Operative Documents to which it is a party and the consummation of the Transactions, except for the consent of First Union National Bank, which consent PAC obtained on or prior to the Effective Date; and (h) each of PAC and the officer signing below in his capacity as an officer of PAC certify that to the best of their knowledge, information and belief, the aggregate fair market value of the Premises is not greater than the aggregate amount owing under the Notes. All representations and warranties of PAC made in this Agreement and the Operative Documents to which it is a party shall...
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Representations and Warranties of PAC. Except as set forth on Exhibit ------------------------------------- ------- C-1 hereto, PAC represents and warrants to Rational that the representations and --- warranties set forth in this Section 3.1 are true and correct as of the date of this Agreement. In this Agreement, any reference to any event, change, condition or effect being "MATERIAL" with respect to any entity or group of entities means any material event, change, condition or effect related to the financial condition, assets (including intangible assets), business or results of operations of such entity or group of entities. In this Agreement, any reference to a "MATERIAL ADVERSE EFFECT" with respect to any entity or group of entities means any event, change or effect that is materially adverse to the financial condition, assets (including intangible assets), business or results of operations of such entity and its subsidiaries, taken as a whole. In this Agreement, any reference to a party's "KNOWLEDGE" means such party's actual knowledge after reasonable inquiry of officers and directors of such party. As used herein with respect to the business of PAC and/or any of its subsidiaries, the phrase "AS PROPOSED TO BE CONDUCTED FOLLOWING THE STOCK PURCHASE" or similar language means the business of PAC and/or any of its subsidiaries, as applicable, conducted following the Stock Purchase in accordance with the past practices of PAC and/or the subsidiary, as applicable, but under the control of Rational.
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Representations and Warranties of PAC. PAC represents and warrants as follows: (a) PAC is, and on the Effective Date will be, a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, authorized to issue only the PAC Shares. On the Effective Date there will be issued and outstanding all of the PAC Shares which shall be fully paid and nonassessable and which shall be owned by Playorena. There are no, and on the Effective Date there will be no issued or outstanding options or warrants to purchase PAC Shares or any issued or outstanding securities of any nature convertible into PAC Shares, or any agreements or understandings to issue any PAC shares, options or warrants. (b) PAC has been organized solely for the purpose of consummating the Merger and, since its inception, PAC has had no business activity of any nature other than those related to its organization or as contemplated by this Agreement. (c) PAC has, and on the Effective Date will have full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby have been duly approved by the Board of Directors of PAC. (d) Since its inception, PAC has not issued or committed itself to issue, and to the Effective Date will not issue or commit itself to issue any PAC shares or any options, rights, warrants, or other securities convertible into PAC Shares except for the issuance of the PAC Shares to Playorena. (e) Except for the consent and approval of the stockholders of PAC and the Global Members, the filing of the Certificate of Merger, no consents or approvals of, or filings or registrations with, any third party or any public body or authority are necessary in connection with (i) the execution and delivery by PAC of this Agreement and (ii) the consummation by PAC of the Merger and the other transactions contemplated hereby. (f) The execution and delivery by PAC of this Agreement, the consummation and performance of the transactions herein contemplated, and compliance with the terms of this Agreement by PAC will not conflict with, result in a breach of or constitute or give rise to a default under any indenture, mortgage, deed of trust or other agreement, instrument or contract to which PAC is now a party or by which it or any of its assets or properties is bound or the Certificate of Incorporation, as amended, or the bylaws of PAC, in each case as amended, or any law, order, rule or regulation, writ...
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Related to Representations and Warranties of PAC

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

  • 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 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 Party A Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

  • 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 PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, 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.

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