REPRESENTATIONS AND WARRANTIES OF SMI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SMI. SMI represents and warrants to AMPI as of the date of the execution of this Agreement, as of the Closing Date, and as of the Effective Date, as set forth in this Article IV (all representations and warranties regarding SMI shall apply to SMI and to any other entity which is a member of the same "control group of corporations" as SMI under Section 1563 of the Internal Revenue Code): SMI incorporates by reference the Form 10-K filing with the SEC by AZCO for the fiscal year ended June 30, 1998, and the AZCO Form 10-Q filing for the fiscal quarter ended September 30, 1998 "AZCO SEC Filings") for a Delaware corporation and agrees at Closing to update and correct said AZCO SEC filings if any material event has occurred. The parties acknowledge that the information set forth in the AZCO SEC filings provide adequate assurance for the Board of Directors of AMPI to rely upon in entering into this merger. Accordingaly, SMI makes no further warranty or representation other than as set forth in this Article and as set forth in their SEC filings, 4.1 Organization, Qualification and Corporate Power. AZCO and SMI are corporations duly organized validly existing and in good standing under the laws of the State of Delaware. AZCO and SMI are duly authorized to conduct business and are in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the financial condition of AZCO and SMI and any subsidiaries taken as a whole or on the ability of the parties to consummate the transactions contemplated by this Agreement. SMI has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned by it.
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REPRESENTATIONS AND WARRANTIES OF SMI. SMI hereby represents and warrants to Saxon as follows: (a) SMI has been duly incorporated and is validly existing and in good standing under the laws of the Commonwealth of Virginia and is duly qualified to do business and in good standing under the laws of each jurisdiction that requires such qualification wherein it owns or leases any material properties (except where the failure so to qualify would not have a material adverse effect on it). SMI has the full corporate power and authority to own its properties and conduct its business as currently conducted. (b) SMI has the full power, authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by SMI and (assuming the due authorization, execution and delivery hereof by Saxon) constitutes the valid, legal and binding agreement of SMI, enforceable in accordance with its terms, subject to bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium and other laws affecting creditors' rights generally and to general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law and except that the provisions of indemnity contained herein may be unenforceable as against public policy. (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required, under federal laws or the laws of the Commonwealth of Virginia, for the execution, delivery and performance of or compliance by SMI with this Agreement or the consummation by SMI of the transactions contemplated hereby. (e) Neither the execution and delivery of this Agreement by SMI, nor the consummation by SMI of the transactions herein contemplated, nor compliance with the provisions hereof by SMI, will (i) conflict with or result in a breach of, or constitute a default under, any of the provisions of SMI's charter or by-laws, or any law, governmental rule or regulation, or any judgment, decree or order binding on SMI or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which SMI is a party or by which it is bound or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties. (f) There is no litigation pending or, to SMI's...
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REPRESENTATIONS AND WARRANTIES OF SMI. SMI, represents and warrants to AMPI as of the date of the execution of this Agreement, as of the Closing Date, and as of the Effective Date, as set forth in this Article IV (all representations and warranties regarding SMI shall apply to SMI and to any other entity which is a member of the same "control group of corporations" as SMI under Section 1563 of the Internal Revenue Code): SMI incorporates by reference the Form 10-K filing with the SEC by AZCO for the fiscal year ended June 30, 1998, and the AZCO Form 10-Q filing for the fiscal quarter ended September 30, 1998 ("AZCO SEC Filings") for a Delaware corporation and agrees at Closing to update and correct said AZCO SEC filings if any material event has occurred. The parties acknowledge that the information set forth in the AZCO SEC filings provide adequate assurance for the Board of Directors of AMPI to rely upon in entering into this merger. Accordingly, SMI makes no further warranty or representation other than as set forth in this Article and as set forth in their SEC filings.
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REPRESENTATIONS AND WARRANTIES OF SMI. As an inducement and consideration for the Share Exchange on the terms as set out in this Agreement, SMI represents and warrants to, and for the benefit of, SMTC that the statements contained in this Section 6 are true, correct and complete as of the date of this Agreement and will be true as of the Closing in all material respects, except as otherwise expressly provided herein:
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REPRESENTATIONS AND WARRANTIES OF SMI. The representations and warranties of SMI and Merger Sub contained in this Agreement shall be true and correct on the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need only be true and correct as of the specified date.
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REPRESENTATIONS AND WARRANTIES OF SMI. SMI hereby represents and warrants to Feiya, as of the date hereof and as of the Closing Dates as though made on the Closing Dates (except for those representations and warranties which specifically address matters only as of a particular date), subject to such exceptions as are specifically disclosed in writing (with reference to a specific section of this Agreement to which each such exception applies) in a disclosure schedule supplied by SMI to Feiya dated as of the date hereof and certified by a duly authorized officer of SMI (the “Disclosure Schedule”), which disclosure shall provide an exception to, or otherwise qualify or respond to, the representations or warranties of SMI specifically referred to in such disclosure and any other representation or warranty of SMI to the extent that it is reasonably apparent from such disclosure that such disclosure is applicable to such other representation or warranty, as follows:
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REPRESENTATIONS AND WARRANTIES OF SMI. SMI represents and warrants to AKI with respect to SMI and its subsidiaries as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF SMI

  • 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 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 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 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 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 BUYER Buyer hereby represents and warrants to Seller as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

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