REPRESENTATIONS AND WARRANTIES OF TFS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF TFS. TFS represents and warrants to the Trust that: (i) It is a corporation duly organized and existing and in good standing under the laws of the State of Florida; (ii) It is duly qualified to carry on its business in the State of Florida; (iii) It is empowered under applicable laws and by its Article of Incorporation and By-laws to enter into this Agreement and perform its duties under this Agreement; (iv) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement; (v) It has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of TFS, enforceable against TFS in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (vii) It is registered as a transfer agent under Section 17A of the 1934 Act.
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REPRESENTATIONS AND WARRANTIES OF TFS. TFS represents and warrants to the Buyer that: (a) TFS has full power and authority to execute and deliver this Agreement, and this Agreement is a valid and binding agreement enforceable against the TFS in accordance with its terms; (b) Neither the execution of this Agreement nor the sale of the Shares will constitute a violation of, or conflict with, or default under, any contract, commitment, agreement, understanding or arrangement to which the TFS is a party or by which TFS is bound or of any law, decree, or judgment; (c) Now and up to the time of exercise of the Option, TFS will have valid title to the Shares, free and clear of all claims, liens, charges, encumbrances and security interests, and will transfer such Shares upon exercise of the Option to the Buyer free and clear of all claims, liens, charges, encumbrances and security interests; (d) The Purchase Price may or may not reflect the actual value of the Shares, that TFS has investigated the value independently, that it has been represented by independent counsel, and that it understands that the value of the Shares when and if the Option is exercised may be significantly higher than the Purchase Price; and (e) Prior to December 31, 2005, TFS shall not sell, assign, transfer, pledge, hypothecate, or otherwise encumber 200,000 of the Shares.
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REPRESENTATIONS AND WARRANTIES OF TFS. TFS as expressly provided below, represents and warrants to IDW and IDW HK that the statements contained in this Section 3 are true, correct and complete as of the date of this Agreement, except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
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REPRESENTATIONS AND WARRANTIES OF TFS. TFS represents and warrants to DIFG II that: (a) TFS has been in, and shall continue to be in compliance in all material respects with all provisions of law, including Section 12A(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required in connection with the performance of its duties under this Agreement; (b) the various procedures and systems which TFS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records and other data of DIFG II and TFS’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are reasonably required for the secure performance of its obligations hereunder; and (c) this Agreement has been duly authorized by TFS and, when executed and delivered by TFS, will constitute a legal, valid and binding obligation of TFS, enforceable against TFS in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws or general application affecting the right and remedies of creditors and secured parties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABIITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) CONCERNING THE SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT BY TFS ARE COMPLETELY DISCLAIMED.
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REPRESENTATIONS AND WARRANTIES OF TFS. Except as disclosed in a document referring specifically to the representations and warranties in this Agreement and which identifies by section number the section and subsection to which such disclosure relates and is delivered by TFS to Selling Parties on or prior to the First Closing and again on or prior to the Second Closing (the "TFS Disclosure Schedule"), and whether or not the TFS Disclosure Schedule is referred to in a specific section or subsection, TFS represents and warrants to Selling Parties as follows:
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REPRESENTATIONS AND WARRANTIES OF TFS. The representations and warranties of TFS set forth in this Agreement shall be true and correct in all material respects as of the First Closing as though made on and as of the date of the First Closing and as of the Second Closing as though made on and as of the date of the Second Closing, and Selling Parties shall have received a certificate signed on behalf of TFS by an officer of TFS to such effect.
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REPRESENTATIONS AND WARRANTIES OF TFS. TFS represents, warrants and agrees that all of the statements in the following subsections of this Article III, pertaining to TFS, are true and complete as of the date hereof.
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Related to REPRESENTATIONS AND WARRANTIES OF TFS

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

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

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