Representations and Warranties of the University Sample Clauses

Representations and Warranties of the University. The University hereby represents and warrants to the Company as of the date of this Agreement as follows: 1.1 The University: (a) is an Accredited Investor as that term is defined in 17 CFR § 230.501(a); (b) has been furnished with all information deemed necessary by the University to evaluate the merits and risks of the Securities; (c) has had the opportunity to ask questions and receive answers concerning the Company and the Securities; and (d) has been given the opportunity to obtain any additional information necessary to verify the accuracy of any information obtained concerning the Company.
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Representations and Warranties of the University. The University represents, warrants and acknowledges that the University: (a) has had an opportunity to ask questions of and receive answers from a Company representative concerning the terms and conditions of this investment; (b) is acquiring the Shares for the University’s own account for the purpose of investment, and not with a view to any resale or other distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”); (c) is a sophisticated investor with such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Shares; (d) is able to and must bear the economic risk of the investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act, and therefore, cannot be offered or sold unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available; and (e) that the University is an “accredited investor” as that term is defined in Regulation D under the Securities Act. The University acknowledges and understands that the Common Stock has not been registered under the Securities Act, nor registered pursuant to the provisions of the securities laws or other laws of any other applicable jurisdictions, in reliance on exemptions for private offerings contained in Section 4(2) of the Securities Act and in the laws of such jurisdictions. The University further understands that the Company has no intention and is under no obligation to register the Shares under the Securities Act or to comply with the requirements for any exemption that might otherwise be available, or to supply the University with any information necessary to enable the University to make routine sales of the Shares under Rule 144 or any other rule of the Securities and Exchange Commission.
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Representations and Warranties of the University. The University represents and warrants to Novirio that: (a) All action on the part of the University, its trustees and officers necessary for (i) the authorization, execution and delivery of this Agreement; and (ii) the performance by the University of its obligations hereunder has been taken. (b) This Agreement constitutes a legal and binding obligation of the University, enforceable against the University in accordance with its terms. (c) The execution of this Agreement and the performance by the University of the transactions contemplated hereby will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or require any consent which has not been obtained under its charter documents (as amended or restated to date) or any agreement or other instrument to which the University is a party or by which it or any of its property is bound. (d) The University owns or is licensed to use the Intellectual Property Rights and has the right to grant to Novirio and its Affiliates the license to the Intellectual Property Rights. As of the date hereof, the University is not aware of any claims, threatened or pending, or any grounds for the assertion of any claim, that (i) the development of the Licensed Products as contemplated in this Agreement would infringe the proprietary rights of any third party, or (ii) the University does not have the right to use or license the Intellectual Property Rights for the development of Licensed Products as contemplated in this Agreement.
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Representations and Warranties of the University. The University represents and warrants to Licensee that this Agreement, when executed and delivered by the University, will be the legal, valid and binding obligation of the University, enforceable against the University in accordance with its terms. The University also represents to Licensee that the University has not received any written notice that the Licensed Work infringes the proprietary rights of any third party. These representations are to the knowledge of the University, based upon conversations with certain University officials. The University has made no independent investigation of the matters which are subject to these representations.
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Representations and Warranties of the University. The University represents and warrants to Licensee that: (a) this Agreement, when executed and delivered by the University, will be the legal, valid and binding obligation of the University, (b) the University has not granted rights in or to the Licensed Technology to any person other than Licensee, except to the extent provided by the Federal Government Interest; (c) the University has not received any written notice that the Licensed Technology infringes the proprietary rights of any third party; and (d) the University has received no written notice of any patent or other proprietary technology of the University other than the Licensed Patents and the Technical Information which would be required to make, have made, use and sell the Licensed Products and to practice under the Licensed Technology in connection therewith. However, the University gives no representation or warranty that any patent within the Licensed Patents will be granted or, if granted, that any such patent will be valid. The representations and warranties in clauses (b), (c), and (d) hereof are to the knowledge of the University, based upon conversations with certain officials of the University and Dr. Reed. The University has made no independent investigation, exaxxxxxxxx or review of the matters which are subject to the foregoing representations, other than a review of relevant files maintained in the University's Office of Corporate Programs & Technology.
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Representations and Warranties of the University. (i) University is the holder of the lessor's interest in the Sublease, and University has not made or agreed to make any assignment, transfer, conveyance, encumbrance, or other disposition of the lessor's interest in the Sublease, the Guaranty, the Premises (except to Company pursuant to the Sublease), or the Disputes, including, without limitation, any right of occupancy or possession or any other right, title or interest under or arising by virtue of the Sublease, or of any claim, demand, obligation, liability, action or cause of action arising under, from, respecting, or pursuant to the Sublease or the Guaranty, or any rights of possession arising under, from, respecting or pursuant to the Premises, University's interest in the Premises, or the Disputes. (ii) This Agreement is a legal, valid and binding agreement, and gives rise to obligations of University which are enforceable in accordance with its terms. (iii) The termination of the Sublease and Guaranty is in consideration of, among other things, the payment by Company and Spectrum of the consideration specified in Paragraph 1, and this Agreement and the termination of the Sublease is freely and fairly made, and the consideration therefor is fair and adequate.
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Representations and Warranties of the University. The University makes the following representations and warranties to the Concessionaire and acknowledges that the Concessionaire and its Representatives are relying upon such representations and warranties in entering into this Agreement:
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Representations and Warranties of the University. The University makes the following representations and warranties effective the date hereof: (1 ) Status - The University is a corporation duly organized, existing in good standing under the Constitution and the laws of the State of Alaska.
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Representations and Warranties of the University. ‌ The University represents and warrants to the Manager as at the Execution Date, intending that the Manager rely thereon without further investigation, that: (a) it is duly formed, organized and validly existing and qualified to do business under the Act; (b) it has the power and capacity to enter into this Agreement and to observe, perform and comply with the terms of this Agreement; (c) this Agreement has been duly authorized and executed by the University and is legally binding upon and enforceable against the University in accordance with its terms; (d) it has no knowledge of any fact that materially adversely affects or, so far as it can reasonably foresee, might materially adversely affect its properties, assets, condition (financial or otherwise), business or operations or its ability to fulfil its obligations under this Agreement; (e) the observance and performance of the terms and conditions of this Agreement does not constitute a breach by it or a default by it under (i) any law of Canada or Alberta, including the Act, (ii) its constating documents, or (iii) any agreement to which it is a party; (f) it is not a party to or threatened with any litigation and has no knowledge of any claims against it that would materially affect its undertaking or financial condition; and (g) it is not in breach of any law or regulation of any Governmental Authority applicable to it or the University Lands.
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Related to Representations and Warranties of the University

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • 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 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 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 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 PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

  • 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 THE BUYER The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • 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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