REPRESENTATIONS AND WARRANTIES OF SCI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SCI. Except as set forth on the Disclosure Schedule delivered by SCI to Hesperia (the "SCI Disclosure Schedule"), SCI hereby represents and warrants to Hesperia as follows:
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REPRESENTATIONS AND WARRANTIES OF SCI. SCI represents and warrants to WWJ as follows: (a) SCI is a corporation duly organized and in good standing under the laws of the State of Delaware. (b) The execution and delivery of this Agreement by SCI and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate actions. This Agreement constitutes the valid and legally binding obligation of SCI enforceable against it in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors’ rights and by general equitable principles and except that no representation is made concerning the validity or enforceability of the provisions of this Agreement making the WWJ Proxy irrevocable. (c) SCI covenants and agrees not to xxx, cause any party to xxx or to bring any claim, suit or cause of action, of any kind or nature whatsoever, in or by way of legal proceedings or otherwise, against or adverse to WWJ, concerning or challenging the duration, validity, enforceability or irrevocability of this Agreement or the WWJ Proxy arising hereunder. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by SCI with any of the provisions hereof will: (i) conflict with or result in a breach of any agreement applicable to it; (ii) violate, breach or, with the giving of notice or passage of time, constitute an event of default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which SCI is a party, or by which it or any material portion of its properties or assets may be bound.
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REPRESENTATIONS AND WARRANTIES OF SCI. SCI represents and warrants to the Sellers, as follows: (a) SCI is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Florida, has all power to carry on its business as it is now being conducted and, following the exchange of stock contemplated by this Agreement, to be conducted and to own, lease and operate its properties (there being none at the date hereof) and is not required to be qualified, licensed or domesticated under the laws of any other state as a foreign corporation; true and complete copies of its Articles of Incorporation, as amended, Bylaws, as amended, record of proceedings of its Board of Directors and its Stockholders and a certificate of good standing issued within thirty days prior to the Closing by its state of incorporation have been delivered to Sellers. (b) The financial statements and, if any, tax returns for the past five years of SCI delivered to Sellers are correct and complete in all material respects, SCI having filed or is preparing to file all state and federal tax returns which it is required to file and there is no tax, including withholding and social security trust funds, which have not been paid and are now due and owing thereunder. SCI has not received a notice of audit and no audit is underway with respect to any such tax returns. (c) SCI does not have any liabilities which are not disclosed on the face of its current balance sheet or in the notes thereto with respect to contingent liabilities and there is no pending, threatened litigation, claims, investigations, proceedings or other actions of any nature against SCI except as set forth as Exhibit____. (d) SCI does not have any plans subject to ERISA. 12 (e) SCI is in compliance with all laws, regulations, orders and decrees which apply to the conduct of its business. (f) SCI is not obligated to pay any broker's or finder's fee in connection with this Agreement. In the event any finder's fee is claimed and payable, HMG and SCI shall each pay one-half. (g) Information delivered by SCI to Sellers in contemplation of this Agreement or with respect hereto is correct, complete and accurate. (h) SCI has duly authorized, executed and delivered this Agreement and has the full power and authority to enter into this Agreement and to perform its obligations contemplated hereunder. (i) SCI is currently a reporting company the under the Securities Exchange Act of 1934. (j) SCI does not have outstanding and, except ...
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REPRESENTATIONS AND WARRANTIES OF SCI. As an inducement to Royce to enter into this Agreement and to consummate the transactions contemplated herein, SCI and the SCI Stockholder, jointly and severally, represent and warrant, as of the date of this Agreement and as of the Closing Date, to Royce as follows:
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REPRESENTATIONS AND WARRANTIES OF SCI. SCI represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF SCI. SCI represents and warrants, on and as of the date hereof and on and as of each date on which any Receivable is Purchased (or any Loan is made or converted to being Non-Recourse) hereunder, as follows:
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REPRESENTATIONS AND WARRANTIES OF SCI. 8 SECTION 3.1
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REPRESENTATIONS AND WARRANTIES OF SCI. SCI represents and warrants to SCG as follows:
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REPRESENTATIONS AND WARRANTIES OF SCI. SCI hereby represents and warrants to MTI and Merger Sub that, except as disclosed in the SCI Disclose Schedule, as of the date hereof:
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Related to REPRESENTATIONS AND WARRANTIES OF SCI

  • 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 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 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 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows:

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

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