REPRESENTATIONS AND WARRANTIES OF SONOMA Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SONOMA. 5.1 Sonoma represents and warrants to NHL and the Shareholders as at the date hereof and as at the Closing Date and acknowledges that NHL and the Shareholders are relying upon such representations and warranties in connection with the Transaction, as follows: (a) Sonoma is a corporation duly incorporated, organized and validly subsisting under the federal laws of Canada and has the corporate power to own or lease its property and to carry on its business as it is now being conducted and as proposed to be conducted and on the Closing Date will have the corporate power to execute, deliver and perform its obligations under this Agreement and has made all necessary filings under all applicable corporate securities and taxation or any other laws to which Sonoma is subject; (b) Sonoma has one subsidiary, Sonoma Energy Inc., a Nevada company; (c) the entering into of this Agreement and the consummation of the Transaction as contemplated hereby have been duly authorized by all necessary corporate action on behalf of Sonoma and this Agreement has been duly executed and delivered by Sonoma and is a valid and binding obligation of Sonoma enforceable in accordance with its terms, subject however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws generally affecting creditor's rights and to the extent that equitable remedies, such as specific performance and injunction, are in the discretion of the court from which they are sought; (d) Sonoma is a reporting issuer in good standing in the Province of Quebec and is not in default of any applicable securities, taxation and corporate legislation, regulations, orders, notices and policies in force therein; (e) Sonoma will take all necessary steps to cause the issuance of the Consideration Securities at the Time of Closing, and the Consideration Shares will be duly and validly authorized and issued as fully paid and non-assessable shares and the Consideration Warrants will be duly and validly authorized as issued and fully paid; (f) neither the execution and delivery of this Agreement by Sonoma nor the consummation of the Transaction: (i) will conflict with or result in or create a state of facts which after notice or lapse of time or delay or both, will conflict with or result in: (A) a violation, contravention or breach by Sonoma of any of the terms, conditions or provisions of the charter documents, by-laws or resolutions of Sonoma or of any a...
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REPRESENTATIONS AND WARRANTIES OF SONOMA. Except as set forth in the Schedule of Exceptions to the representations and warranties of Sonoma attached hereto as Exhibit E, Sonoma represents and warrants to the Purchaser the following statements. Where used in this Article 3, the terms “to the knowledge of Sonoma,” “of which Sonoma is aware” or similar terms mean to the actual knowledge of Viviani or Xxxxx, provided that, all representations and warranties herein attributable to or binding upon Xxxxx, and all personal knowledge of Xxxxx with respect to Sonoma, shall not extend to any period prior to his association with Sonoma, on or about December 1, 2002.
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REPRESENTATIONS AND WARRANTIES OF SONOMA. SONOMA hereby represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF SONOMA. Except (a) as set forth in the disclosure letter delivered by Sonoma to Greystone prior to the execution of this Agreement (the “Sonoma Disclosure Letter”) or (b) as disclosed in Sonoma’s annual report on Form 10-K for the fiscal year 2013 (the “Sonoma 10-K”), quarterly reports on Form 10-Q and current reports on Form 8-K, in each case, filed or furnished from the date of the filing of the Sonoma 10-K to the date of this Agreement, but excluding, in the case of this clause (b), (i) any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature and (ii) exhibits to such documents; provided that the exception provided for in this clause (b) shall (A) not apply to Section 2.01, Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.08, Section 2.24, Section 2.25, Section 2.26, Section 2.27, Section 2.28, Section 2.29 and Section 2.30 and (B) be applied if, and only if, the nature and content of the applicable disclosure in any such Sonoma SEC Document referenced in this clause (b) is reasonably specific as to matters and items such that the subject matter of such disclosure is reasonably apparent on the face of the text of such disclosure to be applicable to the representation set forth herein, Sonoma represents and warrants to Greystone as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF SONOMA

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

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

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