Representations and Warranties of the Director Sample Clauses

Representations and Warranties of the Director. The Director represents and warrants to the Company as follows:
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Representations and Warranties of the Director. The Director represents and warrants to TCO on behalf of Geneva that (i) to his knowledge, the Geneva Trust is the current beneficial and record owner and holder of the TCO Preferred, (ii) to his knowledge, immediately prior to the transfer by Geneva of the TCO Preferred to TCO, Geneva will own the TCO Preferred, free and clear of any liens, charges or encumbrances whatsoever, (iii) subject to the approval of the Liquidation Court, the Director has full power and authority to execute, deliver and perform his obligations under this Agreement, and this Agreement will be valid, binding and enforceable upon the Director, in accordance with its terms, and (iv) to his knowledge, assuming the satisfaction of the conditions set forth in Paragraph 4, there is no condition, event or circumstance existing, or any litigation, arbitration, governmental or administrative proceeding, action, examination, claim or demand pending or threatened, affecting Geneva or the Director, which could prevent the Director from performing his obligations hereunder within the time limits set forth herein for compliance or performance, and no basis for any such matter exists.
Sample 1
Representations and Warranties of the Director. The Director hereby represents and warrants to the Partnership Parties, as of the date hereof and as of each Settlement Date, that:
Sample 1
Representations and Warranties of the Director. The Director represents and warrants to Company as follows: (a) The resume, personal history and other information which the Director has heretofore provided to Company with respect to the Director's prior employment, qualifications, licensing and experience, whether orally or in writing, is true, correct and complete in all material respects and does not omit any information which Company could reasonably consider material to a decision to offer the Engagement; (b) The Director has full right and authority to enter into this Agreement without the approval of any other person; (c) The Director holds all licenses and qualifications necessary for the performance of his duties hereunder and agrees to keep all such licenses and qualifications in effect during the Period of Engagement; and (d) The Director is not under any pre-existing obligation, including nondisclosure or
Sample 1
Representations and Warranties of the Director. The Directors of Josuz Pty Ltd represent and warrants to RDSH that, as of the date hereof, except for those representations and warranties that speak of a different date:
Sample 1
Representations and Warranties of the Director. The Director hereby represents and warrants that: (i) The Restricted shares are being acquired for investment purposes only for the Director’s own account, and not as a nominee or agent, and not with a view to the resale or distribution of all or any part of the Restricted Shares. The Director is prepared to hold the Restricted Shares for an indefinite period and has no present intention of selling, granting any participating interest in, or otherwise distributing any of the Restricted Shares. The Director does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant a participating interest in, any of the Restricted Shares. (ii) The Director has a preexisting personal or business relationship with either the Company or certain Board members or officers of the company which is of a nature and duration sufficient to make the Director aware of the character, business acumen and general business and financial circumstances of the company and/or such Board members or officers. In addition, the Director has been furnished with, and has had access to, such information concerning the Company’s business, management and financial condition as he considers necessary or appropriate for deciding whether to invest in the Restricted Shares, and the Director has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Restricted Shares. (iii) The Director is able to fend for himself in the transactions contemplated by this Agreement, can bear the economic risk of investment in the Restricted Shares and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the investment in the Restricted Shares. The Director is fully aware of (i) the speculative nature of the investment in the Restricted Shares; (ii) the financial risk involved; (iii) the lack of liquidity for the Restricted Shares and (iv) the transfer restrictions and forfeiture requirements applicable to the Restricted Shares.
Sample 1

Related to Representations and Warranties of the Director

  • 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 Fund The Fund represents and warrants to Price Associates that: 1. It is a corporation or business trust, as the case may be, duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be. 2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws and all required proceedings have been taken to authorize it to enter into and perform this Agreement.

  • Representations and Warranties of the Developer The Developer hereby represents and warrants to the Allottee as follows: (i) The Developer 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 Developer 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; [in case there are any encumbrances on the land provided details of such encumbrances including any rights, title, interest and name of party in or over such land] (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 Developer 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 Developer 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 Developer 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/Plot] which will, in any manner, affect the rights of allottee under this Agreement; (viii) The Developer confirms that the Developer is not restricted in any manner whatsoever from selling the said Apartment to the Allotteein the manner contemplated in this agreement; (ix) At the time of execution of the conveyance deed the Developer 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 Developer 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 Developer in respect of the said Land and / or the Project; (xiii) That the property is not Waqf property.

  • Representations and Warranties of the Corporation The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

  • 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 SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser as follows:

  • 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 VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto 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 created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said 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, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale 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 Vendors confirm that the Vendors are 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 hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment 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 said Apartment; (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 Land to the Corporation till the Completion Certificate is issued; (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 Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!