REPRESENTATIONS AND WARRANTIES OF SCC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SCC. SCC hereby makes the following representations and warranties: (a) SCC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority to own and hold under lease the properties and assets it purports to own and hold under lease and to carry on its business as now being conducted and is not required to be qualified to do business as a foreign corporation in any jurisdiction, except where so qualified or where the failure to be so qualified would not have a material adverse effect where so qualified or where the failure to be so qualified would not have a material adverse effect on the business or properties of SCC and its Subsidiaries (as defined in Paragraph 3(b)) taken as a whole. Accurate and complete copies of SCC's Certificate of Incorporation and Bylaws, together, in each case, with any amendments thereto to the date hereof, are attached as Exhibit B and Exhibit C hereto, respectively. (b) SCC owns a 50% or greater interest or otherwise controls each of the corporations, limited partnerships and the general partnership listed on Schedule 3(c) hereto (each, a "Subsidiary"), each of which is duly organized, validly existing and, in the case of the corporations and limited partnerships, in good standing under the laws of its state of organization, and has its chief executive offices in Los Angeles, California (except for the Reebok-Sports Club/NY, which has its chief executive offices in New York). Each Subsidiary has all requisite corporate or other power and authority to own and hold under lease the properties and assets its purports to own and hold under lease and to carry on its businesses now being conducted and is not required to be qualified to do business as a foreign corporation or partnership in any jurisdiction, except where so qualified to do business as a foreign corporation or partnership in any jurisdiction, except where so qualified or whether failure to be so qualified would not have a material adverse effect on the business or properties of SCC and the Subsidiaries taken as a whole. Schedule 3(b) hereto sets forth the name and state of organization of each Subsidiary. Except for the Subsidiaries, SCC does not own a 50% or greater interest or otherwise control any corporation, general partnership, limited partnership, limited liability company or other entity. (c) The authorized capital stock of SCC consists of 40,000,000 shares of Common Sto...
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REPRESENTATIONS AND WARRANTIES OF SCC. As an incentive to Lenfxxx xx enter into this Agreement and to consummate the transactions contemplated herein, SCC represents and warrants to Lenfxxx xx follows:
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REPRESENTATIONS AND WARRANTIES OF SCC. Sweetheart represents and warrants to ECC as follows: EXECUTION COPY -------------- (a) ORGANIZATION, STANDING AND POWER. Sweetheart is a corporation duly organized and validly existing under the laws of the State of Delaware, and in good standing in such jurisdiction. Sweetheart has the requisite corporate power and authority to carry on its business as now being conducted.
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REPRESENTATIONS AND WARRANTIES OF SCC. Except as set forth in the disclosure letter delivered to Coxxxx at or prior to the execution of this Agreement ("SCC Disclosure Schedule"), in the financial statements referred to in Section 4.5 below (the "SCC Financial Statements") or in the basic form of SCC Franchise Offering Circular dated July 1, 1996 and heretofore delivered to Coxxxx (the "Offering Circular"), SCC represents and warrants to Coxxxx xs of the date hereof as follows:
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REPRESENTATIONS AND WARRANTIES OF SCC. 16 3.1 Due Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 3.2 Authority; Binding Nature of Agreements . . . . . . . . . . . . . . . . . . 17 3.3 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 4 TABLE OF CONTENTS (CONTINUED) PAGE 3.4 Non-Contravention; Consents . . . . . . . . . . . . . . . . . . . . . . . . 17
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REPRESENTATIONS AND WARRANTIES OF SCC. SCC represents and warrants, to and for the benefit of the Purchaser Indemnitees, as follows:
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REPRESENTATIONS AND WARRANTIES OF SCC. SCC represents and warrants to the Sellers that the statements contained in this Section 7 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 7).
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REPRESENTATIONS AND WARRANTIES OF SCC. As an inducement to, and with the intent that KLSE rely on the accuracy thereof, SCC represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF SCC. SCC hereby represents and warrants to USH that, to the best of SCC's knowledge: (a) There is no pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof, nor has SCC knowledge that any such action is presently contemplated. (b) SCC has no information or knowledge of any change contemplated in any applicable laws, ordinances, or regulations, or any judicial or administrative action, or any action by adjacent landowners, or natural or artificial conditions upon the Property which would prevent, or materially limit or impede the LLC s development or use of the Property. (c) SCC has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property. Performance of this Agreement will not result in any breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance upon the Property under any agreement or other instrument to which SCC is a party or by which SCC or the Property might be bound. (d) There are no legal actions, suits or other legal or administrative proceedings, pending or threatened, that affect the Property or any portion thereof, nor has SCC knowledge that any such action is presently contemplated. (e) The Property has full, free and adequate access to and from public highways and roads, and SCC has no knowledge of any fact or condition which would result in the termination of such access. (f) SCC warrants and represents that it has not performed and has no knowledge of any excavation, dumping or burial of any refuse materials or debris of any nature whatsoever on the Property. SCC represents and warrants to USH that to SCC's best knowledge and belief there are no Hazardous Materials (as defined below) on the Property that would subject USH or the LLC to any liability under either Federal or state laws, including, but not limited to, the disposal of any foreign objects or materials upon or in the Property, lawful or otherwise. Without limiting the generality of the foregoing, SCC represents and warrants to USH that to the SCC's best knowledge and belief: (1) the Property is not now and has never been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process or in any manner deal with Hazardous Materials (as that term is hereinafter defined); (2) no Hazardous Materials have ever been installed, placed, or in any manner dealt with on the Property; (3) ...
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Related to REPRESENTATIONS AND WARRANTIES OF SCC

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

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

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

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