Representations and Warranties of the Affiliate Sample Clauses

Representations and Warranties of the Affiliate. The Affiliate hereby represents and warrants to Holdco and Parent as follows as of the date hereof: (i) the Affiliate is the sole beneficial owner of the number of shares of the common stock of the Company, par value $0.01 (the "COMPANY COMMON STOCK") set forth under the Affiliate's name on the signature page hereto (the "SHARES"); (ii) the Shares are not subject to any Liens (as such term is defined in the Merger Agreement) or other encumbrance or to any rights of first refusal of any kind (other than in the case of GapStar, LLC ("GAPSTAR"), the pledge and grant of a security interest by GapStar in its Shares to a lender to secure loans made to GapStar by such lender); (iii) there are no options, warrants, calls, rights, commitments or agreements of any kind or character, written or oral, to which the Affiliate is party or by which the Affiliate is bound obligating the Affiliate to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Shares, or obligating the Affiliate to grant or enter into any such option, warrant, call, right, commitment or agreement; (iv) the Affiliate has the sole right to transfer the Shares; (v) as of the date hereof, the Shares constitute all shares of Company Common Stock owned, beneficially or of record, by the Affiliate; (vi) the Shares are not subject to preemptive rights created by any agreement to which the Affiliate is party or by which the Affiliate is bound; and (vii) the Affiliate has not engaged in any sale or other transfer of the Shares in contemplation of the Mergers.
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Representations and Warranties of the Affiliate. 6.1 The Affiliate represents and warrants as follows: a) The Affiliate has the authority to carry out its obligations under this Agreement. b) The Affiliate's obligations and duties under this Agreement in no way violate the rights of any third party or any other agreement to which Affiliate is a party. c) The Affiliate has obtained all required domestic and foreign governmental and regulatory licenses or registrations as may be necessary to carry out its obligations and duties under the Agreement, or is exempt from such registration or licensure and will keep all said licenses, registrations, and permits current. d) The Affiliate agrees to immediately notify ZuluTrade in the event that any of the representations in this Paragraph becomes untrue or inaccurate or outdated.
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Representations and Warranties of the Affiliate. The Affiliate hereby represents and warrants with respect to only itself that:
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Representations and Warranties of the Affiliate. The Affiliate hereby represents and warrants to Acquiror as follows: (i) the Affiliate is the sole beneficial owner of the number of shares of Company Capital Stock set forth under the Affiliate’s name on the signature page hereto (the “Shares”); (ii) the Shares are not subject to any claim, lien, pledge, charge, security interest or other encumbrance or to any rights of first refusal of any kind; (iii) there are no options, warrants, calls, rights, commitments or agreements of any kind or character, written or oral, to which the Affiliate is party or by which the Affiliate is bound obligating the Affiliate to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Shares, or obligating the Affiliate to grant or enter into any such option, warrant, call, right, commitment or agreement; (iv) the Affiliate has the sole right to transfer the Shares; (v) the Shares constitute all shares of Company Capital Stock owned, beneficially or of record, by the Affiliate; (vi) the Shares are not subject to preemptive rights created by any agreement to which the Affiliate is party or by which the Affiliate is bound; and (vii) the Affiliate has not engaged in any sale or other transfer of the Shares in contemplation of the Merger.
Sample 1
Representations and Warranties of the Affiliate. 6.1 The Affiliate represents and warrants as follows: a) The Affiliate has the authority to carry out its obligations under this Agreement. b) The Affiliate's obligations and duties under this Agreement in no way violate the rights of any third party or any other agreement to which Affiliate is a party. c) The Affiliate has obtained all required domestic and foreign governmental and regulatory licenses or registrations as may be necessary to carry out its obligations and duties under the Agreement, or is exempt from such registration or licensure and will keep all said licenses, registrations, and permits current. d) The Affiliate agrees to immediately notify XxxxXxxxx in the event that any of the representations in this Paragraph becomes untrue or inaccurate or outdated.
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Related to Representations and Warranties of the Affiliate

  • Representations and Warranties of the Adviser The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.

  • Representations and Warranties of the Advisor The Advisor represents and warrants to the Sub-Advisor and the Trust as follows: (a) The Advisor is registered as an investment adviser under the Advisers Act; (b) The Advisor is a corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV (a copy of which is attached as Exhibit B) prior to the execution of this Agreement; (e) The Advisor and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Advisor to enter into this Agreement; and (f) The Advisor and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Advisor and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • 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 Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • 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 Company The Company represents and warrants to the Buyer that:

  • Representations and Warranties of the Agent The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

  • 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:

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