REPRESENTATIONS AND WARRANTIES OF TDCC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF TDCC. Except as otherwise disclosed or identified in (a) the TDCC SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, but excluding any risk factor disclosure and disclosure of risks included in any “forward looking statements” disclaimer or other statement included in such TDCC SEC Documents to the extent they are predictive or forward looking in nature; or (b) the TDCC Disclosure Letter, TDCC hereby represents and warrants to Parent and Merger Sub as follows:
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REPRESENTATIONS AND WARRANTIES OF TDCC. TDCC represents and warrants to Biosource that: 10.2.1 TDCC is a corporation duly organized, validly existing and in corporate good standing under the laws of Delaware. 10.2.2 TDCC has the legal right, authority and power to enter into this Agreement, and to extend the rights and licenses granted to Biosource in this Agreement. 10.2.3 TDCC has taken all necessary action to authorize the execution, delivery and performance of this Agreement. 10.2.4 This Agreement shall constitute a valid and binding obligation of TDCC enforceable in accordance with its terms. 10.2.5 The performance of its obligations under this Agreement will not conflict with TDCC's charter documents or result in a breach of any agreements, contracts or other arrangements to which it is a party. 10.2.6 The representations and warranties set forth in Section 10.2.4 shall survive the closing of the transactions contemplated in this Agreement. 10.2.7 In the event any representation or warranty set forth in Section 10.2.4 is determined to be false as of the Effective Date in any respect material to this Agreement, this shall be considered a material breach of this Agreement.
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REPRESENTATIONS AND WARRANTIES OF TDCC. TDCC represents and warrants to Purchaser as follows:
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REPRESENTATIONS AND WARRANTIES OF TDCC. 01A. Capital Stock 3.02A. Authorization 3.03A. Binding Effect 3.04A. No Violations
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REPRESENTATIONS AND WARRANTIES OF TDCC. Section 5.01 Organization, Authority and Qualification of TDCC 20 Section 5.02 No Conflict 20 Section 5.03 Governmental Consents and Approvals 21 Section 5.04 Litigation 21 Section 5.05 Brokers 21
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REPRESENTATIONS AND WARRANTIES OF TDCC. TDCC hereby represents and warrants to the other parties hereto, as of the date hereof and as of the Closing Date, as follows: SECTION 5.01 Organization, Authority and Qualification of TDCC. TDCC is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary corporate power and authority to enter into this Agreement and into each other Transaction Document to which it will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by TDCC of this Agreement and each other Transaction Document to which it will be a party, the performance by TDCC of its obligations hereunder and thereunder and the consummation by TDCC of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of TDCC. This Agreement has been, and each other Transaction Document to which TDCC will be a party will be, duly executed and delivered by TDCC, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes, and each other Transaction Document to which TDCC will be a party will constitute, a legal, valid and binding obligation of TDCC, enforceable against TDCC in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).
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REPRESENTATIONS AND WARRANTIES OF TDCC. TDCC represents and warrants to Biosource as follows: (a) TDCC is an "accredited investor" within the meaning of Regulation D under the Securities Act. TDCC is knowledgeable in matters related to the business of Biosource, has had an opportunity to conduct such investigation and ask such questions as it deemed appropriate, and has received information satisfactory to it in connection therewith. (b) TDCC understands that shares of Common Stock of Biosource issuable upon exercise of the Warrants are "restricted" securities within the meaning of Rule 144 under the Securities Act, may only be resold if such sale is registered under the Securities Act or exempt from such registration and an opinion of counsel to TDCC (which shall include an opinion from an attorney in the law department of TDCC) is delivered to such effect, and will bear restrictive legends to that effect. (c) TDCC understands the risks inherent in investing in the securities of privately held emerging development companies such as Biosource, including the fact that there is no market for such securities, which are inherently illiquid, and that there is no assurance that Biosource will be successful in executing its business plan to create value for its shareholders through the development and exploitation of its technologies. TDCC has the knowledge and experience to evaluate the merits and risks of investing in Biosource. (d) Any Outstanding Securities acquired by TDCC will be acquired for investment purposes, for its own account, and not with a view to the sale or distribution thereof.
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REPRESENTATIONS AND WARRANTIES OF TDCC. Section 5.01 Organization, Authority and Qualification of TDCC 20 Section 5.02 No Conflict 20 Section 5.03 Governmental Consents and Approvals 21 Section 5.04 Litigation 21 Section 5.05 Brokers 21 Section 6.01 Conduct of Business Prior to the Closing 21 Section 6.02 Efforts; Filings 22 Section 6.03 New Debt. 23 Section 6.04 Termination of Agreements 25 Section 6.05 Further Action 25 Section 6.06 Non-Solicitation 26 Section 6.07 Payment of Dividends 26 Section 6.08 Employee-Related Benefits for JV Entity Employees 27 Section 6.09 “CORNING” Name and Trademark 27 Section 6.10 Director and Officer Liability and Indemnification 28 Section 6.11 Reserved 29 Section 6.12 HSC Agreements 29 Section 6.13 Third Party Consents 30 Section 6.14 Bankruptcy Documents 30 Section 6.15 HSPL Interests 30 Section 6.16 Tax Matters 30 Section 7.01 Conditions to Obligations of Corning 31 Section 7.02 Conditions to Obligations of TDCC 32 Section 8.01 Survival of Representations and Warranties 33 Section 8.02 Indemnification 33 Section 8.03 Notice of Loss; Third Party Claims 35 Section 8.04 Additional Environmental Provisions 36 Section 8.05 Tax Matters 37 Section 8.06 Remedies 37 Section 9.01 Termination 38 Section 9.02 Effect of Termination 38 Section 10.01 Expenses 39 Section 10.02 Notices 39 Section 10.03 Public Announcements 40 Section 10.04 Severability 40 Section 10.05 Entire Agreement 41 Section 10.06 Assignment 41 Section 10.07 Amendment 41 Section 10.08 Waiver 41 Section 10.09 No Third-Party Beneficiaries 41 Section 10.10 Governing Law 41 Section 10.11 Waiver of Jury Trial 43 Section 10.12 Guarantee 43 Section 10.13 Counterparts 44 A Reorganization Steps B Form of Mutual Release C Form of Closing Date Tax Opinions (a) Pre-Closing Implant Liabilities 1.01 (b) Required Antitrust Clearances
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Related to REPRESENTATIONS AND WARRANTIES OF TDCC

  • 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 TARGET 8 2.1 Organization, Standing and Power................................ 8 2.2

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • 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 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 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 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 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 Parties A. Redeveloper represents and warrants to City as follows:

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