REPRESENTATIONS AND WARRANTIES OF UNION. Except as disclosed in (a) the Union SEC Documents furnished or filed prior to the date hereof (excluding any disclosures relating to forward-looking statements to the extent that they are cautionary, predictive or forward-looking in nature) or (b) the confidential disclosure letter delivered by Union to Visor prior to the execution and delivery of this Agreement (the “Union Disclosure Letter”), Union represents and warrants to Visor as follows:
REPRESENTATIONS AND WARRANTIES OF UNION. Union hereby represents and warrants to Bioceres as follows:
REPRESENTATIONS AND WARRANTIES OF UNION. Union hereby represents and warrants to Eagle the following:
REPRESENTATIONS AND WARRANTIES OF UNION. (a) Union (i) is a qualified institutional buyer, (ii) is aware that the sale of the Common Stock to it is being made in reliance upon an exemption to registration under the Securities Act, and (iii) is acquiring such Common Stock for its own account;
(b) Union understands that the Common Stock has not been registered under the Securities Act and may not be reoffered, resold, pledged or otherwise transferred by Union except (a)
(i) to a person who Union reasonably believes is a qualified institutional buyer acquiring for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act, (ii) pursuant to an exemption from registration under the Securities Act, (iii) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (iv) in a transaction registered under the Securities Act, and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions;
(c) The certificates evidencing the Common Stock will bear legends to the following effect, unless Tosco determines otherwise in compliance with applicable law:
(i) THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(i) TO A PERSON WHO UNION REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (ii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, (iii) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (iv) IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS."
(ii) THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A STOCK PURCHASE AND SHAREHOLDERS AGREEMENT, DATED AS OF JANUARY 15, 1997 (THE "SHAREHOLDERS AGREEMENT", A COPY OF WHICH MAY BE OBTAINED FROM TOSCO), THE SHARES ARE TRANSFERRABLE ONLY IN ACCORD WITH AND SUBJECT TO THE CONDITIONS OF THE SHAREHOLDERS AGREEMENT, AND, ONCE TRANSFERRED BY UNION TO ANY PERSON, NOT AN AFFILIATE OF UNION, OWNING LESS THAN 5% OF TOSCO'S COMMON STOCK AFTER THE TRANSFER, ARE NOT SUBJECT TO THE SHAREHOL...
REPRESENTATIONS AND WARRANTIES OF UNION. Union represents and covenants that: Union has the qualifications, skills and experience necessary to perform the Project described or referenced in Exhibit A. The Project shall be performed in accordance with all requirements set forth in this Agreement, including but not limited to Exhibits A. Neither the Project, nor any Deliverables provided by Union under this Agreement, will infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property rights of any third party. Union shall not violate any non-compete agreement or any other agreement with any third party by entering into or performing this Agreement. Union affirms that it has not retained any party other than a bona-fide employee working for Union to solicit this Agreement, and that it has not paid or agreed to pay any outside party consideration in any form contingent upon securing this Agreement. The City shall have the right to terminate this Agreement for cause for any breach of this warranty. In connection with its obligations under this Agreement, Union shall comply with all applicable federal, state, and local laws and regulations and shall obtain all applicable permits and licenses. Union warrants that it has all the requisite power and authority to execute, deliver and perform its obligations under this Agreement, including but not limited to paying Union’ Share of the Project Costs, as described in Section 6 of this Agreement.
REPRESENTATIONS AND WARRANTIES OF UNION. 6 Section 2.1.Organization.........................................7 Section 2.2.Capitalization.......................................7 Section 2.3.Approvals; Authority.................................7 Section 2.4.Investments..........................................8 Sectxxx 0.0.Xxxxxxxal Statements.................................8 Sectxxx 0.0.Xxxxx................................................8 Section 2.7.Environmental Laws...................................9 Section 2.8.Litigation and Other Proceedings....................10 Section 2.9.Taxes...............................................10 Section 2.10.Contracts..........................................10 Section 2.11.Insurance..........................................11 Sectxxx 0.00.Xx Xxnflict With Other Instruments.................11 Sectxxx 0.03.Laws...............................................12 Section 2.14.Conduct............................................12 Section 2.15.Allowance for Credit Losses........................13 Section 2.16.Employment Relations...............................13 Section 2.17.ERISA..............................................13
REPRESENTATIONS AND WARRANTIES OF UNION. Union represents and warrants to Bancshares and FPB that each of the statements made in this Article II are true and correct in all material respects. Union agrees that, at the Closing, it shall provide Bancshares with supplemental Schedules reflecting any changes in the information contained in the Schedules which have occurred in the period from the date of delivery of such Schedules to the date of Closing.
REPRESENTATIONS AND WARRANTIES OF UNION. Union represents and warrants to First Charter, subject to such exceptions and limitations as are set forth below or in the Union Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES OF UNION. In order to induce Purchaser and the Agent to enter into this Agreement, Union as initial Servicer hereby represents and warrants to Purchaser and the Agent as follows:
REPRESENTATIONS AND WARRANTIES OF UNION. 7 3.1 Organization..................................................................8 3.2
