Representations and Warranties of Taberna Sample Clauses

Representations and Warranties of Taberna. Taberna represents, warrants and covenants to the Company as follows: (a) It (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, and (ii) has full power and authority to execute, deliver and perform its obligations under this Agreement. (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and the Trustee of the Operative Documents to which each is a party, will be its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other Person, other than those that have been made or obtained, is necessary or required for the performance by it of its obligations under this Agreement or to consummate the transactions contemplated herein. (d) It is a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act. (e) It is the sole legal and beneficial owner of the Participating Securities and the Taberna Transferred Rights and shall deliver the Participating Securities free and clear of any Lien. (f) There is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not, 14 (g) The outstanding principal amount of its respective Participating Securities is the face amount as set forth in such Participating Securities. (h) It is aware that the New Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) except in accordance with Rule 903 of Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. (i) It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in ...
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Representations and Warranties of Taberna. Each of Taberna V, Taberna VII, Taberna VIII and Taberna IX, for itself, represents, warrants and covenants to the Company as follows: (a) It (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, and (ii) has full power and authority to execute, deliver and perform its obligations under this Agreement. (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and the New Indenture Trustee of the Operative Documents to which each is a party, will be a legal, valid and binding obligation of such Taberna entity, enforceable against such Taberna entity in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other Person, other than those that have been made or obtained, is necessary or required for the performance by such Taberna entity of its obligations under this Agreement or to consummate the transactions contemplated herein. (d) It is a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act. (e) Taberna V is the sole legal and beneficial owner of the Participating Trust I Securities and the related Taberna Transferred Rights and shall deliver the Participating Trust I Securities free and clear of any Lien. (f) Taberna VII is the sole legal and beneficial owner of the Participating Trust II Securities and the related Taberna Transferred Rights and shall deliver the Participating Trust II Securities free and clear of any Lien. (g) Taberna VIII and Taberna IX are the legal and beneficial owners of the Participating Trust III Securities and the related Taberna Transferred Rights and shall deliver the Participating Trust III Securities free and clear of any Lien. (h) There is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, adversely affect the consummation of the transactio...
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Related to Representations and Warranties of Taberna

  • REPRESENTATIONS AND WARRANTIES OF TARGET 8 2.1 Organization, Standing and Power................................ 8 2.2

  • REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the Apartment; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and Apartment and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the said Land, including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the Apartment to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

  • 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 the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under 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 BUYER Buyer hereby represents and warrants to Seller as follows:

  • 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 the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

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