REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS. Each Participant by its approval of the terms and conditions of this Agreement hereby represents and warrants to each of the other Participants as follows: 1. The Participant understands and acknowledges that its participation in the Consortium under the terms and conditions of this Agreement is strictly voluntary and may be terminated as set forth herein, at the discretion of the Participant. 2. The Participant understands and acknowledges that the duly authorized decisions of the Board constitute the collective will of each of the Participants as to those matters within the scope of the Agreement. 3. The Participant understands and acknowledges that the decisions of the Board made in the best interests of the Consortium may on occasion temporarily disadvantage one or more of the individual Participants. 4. The Participant represents and warrants that its designated Director or authorized representative understands the terms and conditions of this Agreement and is suitably experienced to understand the principles upon which this Consortium operates. 5. The Participant understands and acknowledges that all Directors, or their authorized representatives, are responsible for attending all scheduled meetings. Provided that the quorum rules are satisfied, non-attendance at any scheduled meeting is deemed acquiescence by the absent Participant to any duly authorized Board-approved action at the meeting. 6. The Participant understands and acknowledges that, absent bad faith or fraud, any Participant's vote approving any Board action renders that Board action immune from later challenge by that Participant.
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REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS. Each Participant, on a continuing basis, respectively represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS. A. Each Participant hereby represents and warrants that: (i) it has full power and authority to acquire the Participation to be acquired by it hereunder and to execute and deliver this Agreement; (ii) it is an accredited investor, as defined in Section 2(a)(15) of the Securities Act of 1933 (hereinafter referred to as the "Securities Act"), and Section 501(a) of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters as to be capable of alone evaluating the merits and risks of an investment in the Participation to be acquired by it, and in the 10% Notes, and has the financial ability to bear the economic risk of such investment, has no need for liquidity with respect to such investment and fully understands and agrees that it must bear the economic risk of such investment for an indefinite period of time because, among other reasons, neither such Participation nor any 10% Notes will be registered under the Securities Act or under applicable state securities laws; (iii) it has made its own investigation into the business, prospects, operations, property, financial and other condition of ERS, has been given access to all information relating to the business and affairs of ERS which it has requested, and all additional information which it has considered necessary to verify the accuracy of the information so received, and has carefully evaluated all such materials and, on the basis thereof, is familiar with the operations, business plans and financial condition of ERS; (iv) it is acquiring the Participation to be acquired by it for its own account and not with a view to, or for sale in connection with, the distribution thereof in violation of the Securities Act, and without limiting the generality of the foregoing, has no current plan or agreement for the distribution of such Participation in violation of the Securities Act. B. Without limiting any provision of Paragraph E of Article VI hereof, each Participant agrees that it shall not sell, transfer, convey, assign or otherwise dispose of its Participation, or any interest therein, until either of the following events has occurred: (x) the Agent has received an opinion from counsel to it that registration thereof under the Securities Act is not required; or (y) a registration statement under the Securities Act covering such Participation or such interest and the disposition hereof has become effective under the Securities Act.
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REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS. As of the date hereof, each Participant represents and warrants, severally and only as to itself, to each of the parties to the Participation Agreement that, after giving effect to the provisions hereunder, the representation and warranties of the Participants set forth in Paragraph 4.03 of the Participation Agreement are true and correct in all material respects as if made on such date. (Without limiting the scope of the term "Operative Documents", each Participant expressly acknowledges in making the representations and warranties set forth in this Section 4.3 that, on and after the date hereof, such term includes this Omnibus Amendment, the Cash Collateral Agreement and the Control Agreement.)
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REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS. Each Participant hereby represents and warrants to the other parties that, as of the date hereof: DB1/ 98667798.4 Page 4 of 7 a. Organization and Authority. NRG is duly organized under its jurisdiction of formation that is validly existing and in good standing under the laws thereof, and each Participant has all requisite power and authority to conduct its business as now being conducted;
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REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS. As a condition to the exercise of any Option or the delivery of shares in accordance with an Award, the Corporation may require the person exercising the Option or receiving delivery of the shares to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law.
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REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS 
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Related to REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that:

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

  • 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 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 Members By execution and delivery of this Agreement or an Adherence Agreement, as applicable, each of the Members, as of the date such Member acquired Units, represents and warrants to the Company and acknowledges that: (a) Such Member understands that the Units have not been registered under the Securities Act or the securities laws of any other jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering and cannot be disposed of unless (i) they are subsequently registered or exempted from registration under the Securities Act and (ii) the provisions of this Agreement have been complied with; (b) If such Member did not receive its Units pursuant to an equity incentive plan (including the Incentive Plan), such Member is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act, and agrees that it shall not take any action that could have an adverse effect on the availability of the exemption from registration provided by Rule 506 promulgated under the Securities Act with respect to the offer and sale of the Units; (c) Such Member’s Units are being acquired for its own account solely for investment and not with a view to resale or distribution thereof; (d) Such Member has had the opportunity to conduct its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries and such Member acknowledges that it has been provided adequate access to the personnel, properties, premises and records of the Company and the Company Subsidiaries for such purpose; (e) The determination of such Member to acquire Units has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries that may have been made or given by any other Member or by any agent or employee of any other Member; (f) Such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed decision with respect thereto; (g) Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (h) The execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default in any material respect under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; (i) This Agreement is valid, binding and enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity); and (j) Neither the issuance of any Units to such Member nor any provision contained herein shall entitle such Member to remain in the employment of the Company or any Company Subsidiary or affect the right of the Company or any Company Subsidiary to terminate such Member’s employment at any time for any reason, other than as otherwise provided in such Member’s employment agreement or other similar agreement with the Company or Company Subsidiary, if applicable.

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of Grantee Grantee hereby represents and warrants to Issuer that:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that: A. The options granted hereby and the Shares which will be purchased by and delivered to Optionee upon exercise of such options are being acquired by Optionee for his own account and not with a view to resale or other disposition thereof. B. Optionee will not sell, transfer, or make any other disposition of any option or the shares to be purchased and delivered to Optionee hereunder upon the exercise of such option unless and until (a) such option or shares, as applicable, are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by the Optionor and declared effective by the Securities and Exchange Commission (the "SEC"), or (b) in the opinion of counsel for the Optionor, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of any option or the shares.

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