REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 31 Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 31. Section 5.1 Corporate Existence and Power 31 Section 5.2 Authorization 32 Section 5.3 Governmental Authorization 32 Section 5.4 Non-Contravention 32 Section 5.5 Disclosure Documents 33 Section 5.6 No Interested Stockholder. 33 Section 5.7 Litigation 33 Section 5.8 Financing 34 Section 5.9 Limited Guarantee 34 Section 5.10 Certain Arrangements 35 Section 5.11 Pending Transactions 35 Section 5.12 Brokers; Financial Advisors 35 Section 5.13 CFIUS Foreign Person 36 Section 5.14 No Additional Representations 36 ARTICLE VI COVENANTS OF THE COMPANY 37 Section 6.1 Conduct of the Company 37 Section 6.2 Employee Matters 41 Section 6.3 Convertible Notes, Revolving Credit Agreement and Capped Call Transactions 42 Section 6.4 Access to Information 44 Section 6.5 [Reserved.] 45 Section 6.6 Advisory Contract Client Consents. 45
Sample 1
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Related to REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 31

  • Representations and Warranties Borrower represents and warrants as follows:

  • Warranties a. The Investor(s) makes the following representations and warranties to Escrow Agent:

  • Warranty Seller warrants that the Products sold by Seller to Purchaser conform to Seller’s specifications and are free from defects in material and workmanship. Unless otherwise specified by Seller in writing, this warranty extends for one year from the date of original purchase. All warranties apply only to the original Purchaser unless otherwise agreed by Seller in writing. Seller's sole obligation and Purchaser’s exclusive remedy for any justified claim under this warranty shall be limited to one of the following, at Seller’s sole discretion: (a) repair or replacement of the Product or (b) a credit for the price paid by the original Purchaser of the Product. This express warranty does not apply to, and no warranty remedy will be given for, Product issues resulting from: (a) accident, acts of nature, improper installation, improper assembly, unreasonable or improper use, lack of proper maintenance, unauthorized repairs or modifications, abuse, normal wear or tear of replaceable parts such as spouts and hoses, or other causes not directly arising from defects in materials or workmanship; (b) any Product damaged by the failure of the owner to use, maintain, or store the Product as specified in any applicable instructions and/or warnings provided by Seller or the manufacturer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SELLER MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. IN THE EVENT WARRANTIES EXIST AT LAW THAT MAY NOT BE DISCLAIMED, PURCHASER AGREES THAT SUCH WARRANTIES SHALL BE LIMITED IN DURATION TO THE ONE YEAR WARRANTY PERIOD AND TO THE REPLACEMENT VALUE OF THE PRODUCT.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Effect of Termination Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • No Disclosure Provider acknowledges and agrees that it shall not make any re-disclosure of any Student Data or any portion thereof, including without limitation, user content or other non-public information and/or personally identifiable information contained in the Student Data other than as directed or permitted by the LEA or this DPA. This prohibition against disclosure shall not apply to aggregate summaries of De-Identified information, Student Data disclosed pursuant to a lawfully issued subpoena or other legal process, or to subprocessors performing services on behalf of the Provider pursuant to this DPA. Provider will not Sell Student Data to any third party.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • COMPLIANCE WITH LAWS AND AUTHORITY Each party shall comply with all applicable laws, rules and regulations in connection with the representation of a Referral including federal and state licensing laws. Each party represents and warrants that it is duly authorized to enter into this Agreement and perform its obligations thereunder. Each natural person signing this Agreement on behalf of an entity represents and warrants that he/she has the requisite authority to so bind the entity.

  • Parent Access To the extent required by law the LEA shall establish reasonable procedures by which a parent, legal guardian, or eligible student may review Education Records and/or Student Data correct erroneous information, and procedures for the transfer of student-generated content to a personal account, consistent with the functionality of services. Provider shall respond in a reasonably timely manner (and no later than forty five (45) days from the date of the request or pursuant to the time frame required under state law for an LEA to respond to a parent or student, whichever is sooner) to the LEA’s request for Student Data in a student’s records held by the Provider to view or correct as necessary. In the event that a parent of a student or other individual contacts the Provider to review any of the Student Data accessed pursuant to the Services, the Provider shall refer the parent or individual to the LEA, who will follow the necessary and proper procedures regarding the requested information.

  • Customer Support and Closing A. Agent shall provide support to Referred Client in their evaluation and negotiation for the purchase or sale of real estate in addition to the following duties:

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