Representations and Warranties of the Payee Sample Clauses

Representations and Warranties of the Payee. The Payee hereby represents and warrants to the Company as follows:
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Representations and Warranties of the Payee. The Payee hereby represents and warrants to the Company, as of the Effective Date, as follows: (a) the Payee is an "Accredited Investor" as such term is defined in Rule 501 of Regulation D, and is familiar with the character, integrity and business acumen of the principals of the Company; (b) the Payee: (A) has no need for liquidity in this investment; and (B) is able to bear the economic risks of an investment in the Shares and the Warrants (collectively, the "Securities") for an indefinite period of time, and could afford to lose the entire amount of such investment; (c) the Payee understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period because of: (A) the heightened nature of the risks associated with an investment in the Company due to its status as a development stage company; (B) illiquidity of the Securities due to the fact that the Securities have not been registered under the Securities Act of 1933, as amended, or any of the rules and regulations promulgated thereunder (collectively, the "Act") or any state securities act (nor passed upon by the SEC or any state securities commission), and the Securities have not been registered or qualified by the Payee under federal or state securities laws solely in reliance upon an available exemption from such registration or qualification, and hence such Securities cannot be sold unless they are subsequently so registered or qualified, or are otherwise subject to any applicable exemption from such registration requirements; and (C) substantial restrictions on the transfer of the Securities, as set forth in, among other documents, this Agreement and the Warrant Certificate, and by legend on the face or reverse side of every certificate evidencing the ownership of any Securities; (d) the Payee understands and acknowledges that an investment in the Securities is speculative in nature, and involves certain risks; (e) the Payee is not a member of the National Association of Securities Dealers, or of any other self-regulatory agency which would require approval prior to any purchase of the Securities; (f) the Payee is acquiring the Securities for its own investment, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; the Payee has no contract, undertaking, arrangement or obligation with or to any person to sell, transfer, or otherwise dispose of the Securities (or any portion th...
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Representations and Warranties of the Payee. The Payee represents and warrants to and in favour of the Payor and acknowledges and agrees that the Payor is entering into this Agreement on the basis of such representations and warranties, namely, that it has the corporate power, capacity and authority to execute, deliver and perform this Agreement and the execution, delivery and performance of this Agreement by it has been duly authorized by all required corporate action and this Agreement represents a valid and binding obligation of the Payee duly enforceable against it in accordance with its terms.
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Representations and Warranties of the Payee. The Payee represents and warrants to the Maker that the Payee is transferring to the Maker good title to all of the Pledged Securities identified in Section 1, free and clear of all claims, liens, security interests and other encumbrances, and that the Payee has the unqualified legal right to transfer the same to the Maker.
Sample 1
Representations and Warranties of the Payee. The Payee hereby represents and warrants to the Company as follows: (a) The Payee has the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein. This Agreement constitutes the legal, valid and binding obligation of the Payee. (b) No authorization or approval of, or filing with, or compliance with any applicable order, judgment, decree, statute, rule or regulation of, any court or governmental authority, or approval, consent, release or action of any third party, is required in connection with the execution and delivery by the Payee of, or the performance or satisfaction of any agreement of the Payee contained in or contemplated by, this Agreement. (c) The Payee acknowledges that it and its purchaser representative, if any, have received and reviewed all publicly filed documents concerning the Company and has had an opportunity to meet with and ask questions of the management of the Company. (d) The Payee and each of its shareholders is an accredited investor within the meaning of Rule 501 of the Commission under the Securities Act, provided, however, if Payee is not an accredited investor, Payee has designated a purchaser representative, within the meaning of Rule 501 of the Commission under the Securities Act, and he and his purchaser representative together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company, provided, however, if Payee is not an accredited investor and Payee has not designated a purchaser representative, Payee has such knowledge and experience in financial and business matters that Payee is capable of evaluating the merits and risks of an investment in the Company. Furthermore, Payee has the financial ability to bear the economic risk of its or his investment, can afford to sustain a complete loss of such investment and has adequate means of providing for its or his current needs and personal contingencies, and has no need for liquidity in its or his investment in the Company; and the amount invested in the Company by the Payee does not constitute a substantial portion of its or his net worth. (e) The Payee is acquiring the Convertible Debenture for investment and not with a view to the sale or distribution thereof, for its own account and not on behalf of others and has not granted any other person any right or option or any participation or beneficial inte...
Sample 1
Representations and Warranties of the Payee. The Payee, acknowledging that the Payor entering into this Agreement in reliance thereon, hereby makes, as of the date of execution of this Agreement, the representations and warranties to the Payor set forth in Schedule D.
Sample 1
Representations and Warranties of the Payee. The Payee represents and warrants to Kendle that the statements contained in this Section 2 are correct anx xxxxlete as of the date of this Agreement and will be correct and complete as of each Payment Date. (a) The Note to be delivered by the Payee to Kendle simultaneously with the Closing evidences the only inxxxxxxness owed by Kendle to the Payee. The Note to be delivered by the Payee to Kendle has not been altered or modified in any manner since xxx xxsuance to the Payee on or about February 26, 2002. Payee has destroyed or provided to Kendle any reproductions or copies that Payee has made of thx Xxxx. (b) The Payee has not at any time transferred, pledged, hypothecated, or granted a security interest or other encumbrance, mortgage, claim or charge, in any interest in the Note. The Payee is not a party to any agreement, arrangement or understanding with respect to the ownership of the Note other than in connection with the APA and the documents executed for Kendle's benefit pursuant to the APA. The Payee owns the Notx, xxx xood and marketable title thereto and is free to execute and deliver this Agreement and to perform such Payee's obligations hereunder. This Agreement constitutes the valid and binding agreement of the Payee, enforceable against the Payee in accordance with its terms. (c) The execution, delivery and performance by the Payee of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not conflict with or result in a violation of or a default under (with or without giving of notice or the lapse of time or both) (i) any law or regulation applicable to Payee or any of the Payee's properties or assets, or (ii) any material contract, agreement or other instrument to which Payee is a party or by which Payee or any of its properties or assets may be bound or affected. No approval or consent from any third party is required to be obtained or made by Payee in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby except as has already been obtained.
Sample 1
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Related to Representations and Warranties of the Payee

  • Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers 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 are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

  • 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; [in case there are any encumbrances on the land provide 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/Plot]; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and [Apartment/Plot] 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/Plot] 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/Plot] 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/Plot] 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/Plot] 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 the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • 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 Holder By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

  • 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 Trust The Trust hereby represents and warrants to the Custodian, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable 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 (c) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

  • 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 Holders Each Holder represents and warrants, severally and not jointly, to the Company as follows:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

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