Representations and Warranties of TAG Sample Clauses

Representations and Warranties of TAG. 35 Section 5.1 Organization and Related Matters................................. 35 Section 5.2 Authority; No Violation.......................................... 35 Section 5.3 Consents and Approvals........................................... 36 Section 5.4 Regulatory Documents............................................. 36 Section 5.5 Capitalization................................................... 36 Section 5.6 Financial Statements............................................. 37 Section 5.7
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Representations and Warranties of TAG. TAG hereby makes the ------------------------------------- following representations and warranties to KR as of the Effective Date, which representations and warranties shall be deemed to have been made again as of the Initial Closing, and thereafter as of each subsequent Closing, but only as to the Property being acquired at such subsequent Closing, subject at each of the Closings to Section 6.2(m) hereof, provided, however, that the representations contained in Section 11.1(x) shall be made at each subsequent Closing in the event any Units are issued in connection with such subsequent Closing. The Allens join in such representations and warranties made in Sections 11.1(a), (p), (x), (y) and (aa). Each of the representations and warranties is qualified by the exceptions set forth in the Disclosure Schedule.
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Representations and Warranties of TAG. In connection with the issuance of the Stock, TAG hereby agrees, represents and warrants to Himalaya as follows: (a) The Common Units represent a total of 19.9% of the issued and outstanding equity securities of TAG, as calculated on a fully diluted basis including all membership units (i) issuable upon conversion of preferred membership units of TAG, (ii) issuable upon exercise of options and warrants of TAG, (iii) obtainable upon conversion of any debt securities, and (iv) obtainable pursuant to any other contractual commitment. (b) TAG is acquiring the Stock solely for TAG’s own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. (c) TAG is aware of Himalaya’s business affairs and financial condition and has acquired sufficient information about Himalaya to reach an informed and knowledgeable decision to acquire the Stock. TAG further represents and warrants that TAG has discussed Himalaya and its plans, operations and financial condition with its officers, has received all such information as TAG deems necessary and appropriate to enable TAG to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of Himalaya in response to all inquiries in respect thereof. (d) TAG understands that TAG’s acquisition of the Stock will be a highly speculative investment, and TAG is able, without impairing TAG’s financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss of TAG’s investment. (e) Himalaya has disclosed to TAG that: (i) The issuance and exchange of the Stock has not been registered under the Securities Act, that the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Securities Act or an exemption from such registration is available, and that Himalaya is under no obligation to register the Stock; and (ii) Himalaya will make a notation in its records of the aforementioned restrictions on transfer and legends. (f) TAG is aware of the provisions of Rule 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a nonpublic offering subject to the satisfaction of certain conditions, including among other things,...
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Representations and Warranties of TAG. Section 7.1 Organization and Standing; Articles and Bylaws..........13 Section 7.2 Corporate Power.........................................13 Section 7.3 Capitalization..........................................14 Section 7.4 Subsidiaries............................................14 Section 7.5 Authorization...........................................14 Section 7.6 No Violation; Consents..................................14 Section 7.7 Litigation..............................................15 Section 7.8 Employees...............................................15 Section 7.9 Brokers or Finders; Other Offers........................15 Section 7.10 Disclosure..............................................15 Section 7.11 Agreements; Action......................................16 Section 7.12 Tax Returns and Payments................................16 Section 7.13
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Representations and Warranties of TAG. As an inducement to, and to obtain the reliance of the Company, TAG represents and warrants as follows:
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Representations and Warranties of TAG. TAG represents and warrants to each of Opgroup and Opfin, at the date of this Agreement, and at the Closing Date, as follows:
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Representations and Warranties of TAG. Each of TAG and TAG Subco hereby represents and warrants to Trans-Orient, and hereby acknowledges that Trans-Orient is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement, as follows:
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Representations and Warranties of TAG. Except as set forth in TAG disclosure schedule (the "TAG Disclosure Schedule") TAG represents and warrants to Parent as follows:
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Representations and Warranties of TAG. TAG represents and warrants to LMG as follows:
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Related to Representations and Warranties of TAG

  • 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 the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

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

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

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

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