REPRESENTATIONS AND WARRANTIES OF SOUTHWEST Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Except as Previously Disclosed, Southwest hereby represents and warrants to Xxxxxxx as follows:
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Southwest represents and warrants to Correspondent that: (i) Southwest is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and authorized to do business in each state where such authorization is required. (ii) Southwest is registered as a broker-dealer with the SEC and is in compliance with the rules and regulations thereof. (iii) Southwest is a member corporation in good standing of the NASD and is in compliance with the rules and regulations thereof. (iv) Southwest is in compliance with the rules and regulations of each national securities exchange of which it is a member.
Sample 1Sample 2Sample 3See All (4)
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Southwest represents and warrants that: (a) It has the corporate power to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. (b) It has taken all corporate action necessary to authorize its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and this Agreement has been duly and validly executed and delivered by Southwest and constitutes a valid and binding obligation of Southwest.
Sample 1Sample 2Sample 3
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Southwest hereby represents and warrants to FNB as follows:
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. 11 4.1. Organization, Standing, and Power. 11 4.2. Authority of Southwest; No Breach By Agreement. 11 4.3. Capitalization of Southwest. 12 4.4. Capitalization of Southwest Bank. 13 4.5. Southwest Subsidiaries. 13 4.6. Regulatory Reports. 14 4.7. Financial Matters. 15 4.8. Books and Records. 17 4.9. Absence of Undisclosed Liabilities. 17 4.10. Absence of Certain Changes or Events. 17 4.11. Tax Matters. 19 4.12. Assets. 20 4.13. Intellectual Property; Privacy. 21 4.14. Environmental Matters. 22 4.15. Compliance with Laws. 22 4.16. Community Reinvestment Act Performance. 23 4.17. Foreign Corrupt Practices. 24 4.18. Labor Relations. 24 4.19. Employee Benefit Plans. 26 4.20. Material Contracts. 28 4.21. Agreements with Regulatory Authorities. 29 4.22. Investment Securities. 30 4.23. Derivative Instruments and Transactions. 30 4.24. Legal Proceedings. 30 1 4.25. Statements True and Correct. 31 4.26. State Takeover Statutes and Takeover Provisions. 31 4.27. Opinion of Financial Advisor. 31 4.28. Tax and Regulatory Matters. 31 4.29. Loan Matters. 32 4.30. Deposits. 33 4.31. Allowance for Loan and Lease Losses. 33 4.32. Insurance. 33 4.33. OFAC; Sanctions. 34 4.34. Brokers and Finders. 34 4.35. Transactions with Affiliates. 34 4.36. No Investment Adviser Subsidiary. 34 4.37. No Broker-Dealer Subsidiary. 34 4.38. No Insurance Subsidiary. 34
Sample 1
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Southwest hereby represents and warrants to NPL as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. 3.1 Organization; Authority 3.2 Affiliates, Ownership Interests 3.3 Charter Documents 3.4 Capitalization of Southwest 3.5 Authorization
Sample 1
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. As a material inducement to Parent and Acquisition Co. to enter into this Agreement, with the understanding that Parent and Acquisition Co. will be relying thereon in consummating the transactions contemplated hereunder, Southwest hereby represents and warrants to Parent and Acquisition Co. that, except as set forth in the Southwest Disclosure Schedule attached hereto, which is divided into sections that correspond to the individual sections of this Article III, as of the date hereof:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF SOUTHWEST

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

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

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

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!