REPRESENTATIONS AND WARRANTIES OF TORCH Sample Clauses

REPRESENTATIONS AND WARRANTIES OF TORCH. Torch hereby represents and warrants as follows: (a) Organization. Torch is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with full corporate power to carry on its business as now being conducted.
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REPRESENTATIONS AND WARRANTIES OF TORCH. 17 Section 14.2
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REPRESENTATIONS AND WARRANTIES OF TORCH. Torch represents and warrants to the Company as follows: (a) Torch has the full power and authority to conduct its business and perform its obligations and consummate the transactions contemplated hereunder. (b) This Agreement has been duly executed and delivered by Torch. (c) This Agreement is valid and legally binding obligation of Torch enforceable against Torch in accordance with its terms, and the Company is entitled to the benefits thereof. (d) Torch is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority, or in the payment of any indebtedness for borrower money or under the terms or provisions of any agreement or instrument evidencing or securing any such indebtedness. (e) No representation or warranty of Torch contained in this Agreement and no statement of Torch contained in any monthly or interim request for funds, certificate, schedule, list, financial statement or other instrument furnished to the Company pursuant to this Agreement contains, or will contain, any untrue statement of material facts, or omits, or will omit, to state a material fact necessary to make the statements contained herein or therein not misleading. (f) There are no actions, suits, proceedings or governmental investigations or inquiries pending or threatened against Torch or to which Torch is a party or which any property of Torch is subject, which, if determined adversely to Torch, would materially affect the operations or financial position of Torch or its ability to perform hereunder. (g) Torch is validly existing and in good standing under the laws of the State of Delaware and Torch possesses all licenses, consents, approvals, authorizations and qualifications the absence of which would, individually or in the aggregate, materially adversely affect the business or properties of Torch. (h) Neither the execution and delivery of this Agreement, nor the performance or compliance with the terms and conditions hereof, conflict with, or will result in a breach by Torch of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon, any asset of Torch pursuant to any of the terms, conditions or provisions of (i) the Certificate of Incorporation or Bylaws of Torch, (ii) any mortgage, deed of trust, lease, contract, agreement or other instrument to which Torch is a party or by which Torch may be bound or affected, or (iii) any writ, order, judgment, decree, statute, ordinance...
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REPRESENTATIONS AND WARRANTIES OF TORCH. Except as disclosed in (x) the reports of Torch filed with the U.S. Securities and Exchange Commission since January 1, 2019 and prior to the date hereof (the “Torch Reports”), (other than (a) any information that is presented solely as a risk factor and not as a statement of historical fact and (b) any forward-looking statements, or other statements that are similarly predictive or forward-looking in nature); it being understood that any matter disclosed in such filings shall not be deemed disclosed for purposes of Sections 2.1 and 2.2, (y) the ContentCo Financial Statements (including the notes thereto) or (z) the applicable section of the disclosure letter delivered by Torch to United immediately prior to the execution of this Agreement (the “Torch Disclosure Letter”) (it being understood that any information set forth in one section or subsection of the Torch Disclosure Letter shall be deemed to apply to and qualify the representation and warranty set forth in this Agreement to which it corresponds in number and, whether or not an explicit reference or cross-reference is made, each other representation and warranty set forth in this Article II for which it is reasonably apparent on its face that such information is relevant to such other section), Torch represents and warrants to United as set forth below:
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REPRESENTATIONS AND WARRANTIES OF TORCH. (i) The representations and warranties of Torch contained in Section 2.1(a) (other than the last sentence of Section 2.1(a)), Section 2.2(a), Section 2.2(b) (other than the last sentence of Section 2.2(b)), Section 2.3(a) and Section 2.18 shall be true and correct in all respects (other than inaccuracies that are not material), in each case both when made and at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), (ii) the representations and warranties of Torch contained in Section 2.6(b) shall be true and correct in all respects both when made and at and as of the Closing Date, as if made at and as of such date, and (iii) all other representations and warranties of Torch set forth in this Agreement shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ContentCo Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not reasonably be expected to have, a ContentCo Material Adverse Effect.
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REPRESENTATIONS AND WARRANTIES OF TORCH. In order to induce the Buyer and other Sellers to enter into this Agreement, Torch hereby represents and warrants, as of the date hereof and as of the Closing Date, to the parties hereto as follows: (a) ORGANIZATION, QUALIFICATION AND GOOD STANDING. Torch is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business, as now conducted, and to own or lease its properties and other assets as now owned or leased. Torch is duly qualified and in good standing in all jurisdictions where the nature of its assets or business requires such qualification, except where the failure to be so qualified or in good standing would not have a material adverse effect on it. (b) DUE AUTHORIZATION; VALID, BINDING AND ENFORCEABLE. Torch has all requisite power and authority to enter into this Agreement and all agreements contemplated hereby and to consummate the Transactions and perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and all agreements contemplated hereby and the consummation of the Transactions have been duly authorized by all required actions of Torch. This Agreement has been duly executed and delivered by Torch and constitutes the legal, valid and binding obligation of Torch enforceable in accordance with its terms, except as limited by bankruptcy, or other laws applicable generally to creditor's rights and as limited by general equitable principles.
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REPRESENTATIONS AND WARRANTIES OF TORCH. Representations and Warranties 3.1 Torch hereby represents and warrants in all material respects to Tech Full and the Tech Full Shareholders, with the intent that Tech Full and the Tech Full Shareholders will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:
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Related to REPRESENTATIONS AND WARRANTIES OF TORCH

  • 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 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 XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller 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 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 TARGET 8 2.1 Organization, Standing and Power................................ 8 2.2

  • 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 XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

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