REPRESENTATIONS AND WARRANTIES OF USI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF USI. USi represents and warrants to, and covenants with, the Purchasers as of the date hereof and as of the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES OF USI. USI represents and warrants to Zurn xxxt (a) USI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by USI and the consummation by USI of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of USI and no other corporate proceedings on the part of USI are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by USI and constitutes a valid and binding obligation of USI, and, assuming this Agreement constitutes a valid and binding obligation of Zurn, xx enforceable against USI in accordance with its terms subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the execution and delivery of this Agreement by USI does not, and the performance of this Agreement by USI will not (1) violate the certificate of incorporation or by-laws of USI, (2) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to USI or by which it or any of its properties or assets is bound or affected or (3) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of USI pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument or obligation to which USI is a party or by which USI or any of its properties or assets is bound or affected (except, in the case of clauses (2) and (3) above, for violations, breaches, or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on USI), (e) the execution and delivery of this Agreement by USI does not, and the performance of this Agreement by USI will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except for pre-merger notification requirements of the HSR Act and (f) any shares of Zurn Xxxmon Stoc...
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REPRESENTATIONS AND WARRANTIES OF USI. 9 5.1. Corporate Existence and Authority...................................................................9 5.2. Corporate Authorization; No Contravention...........................................................9 5.3. Governmental Authorization; Third Party Consents....................................................9
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REPRESENTATIONS AND WARRANTIES OF USI. As a material inducement to High Tide to enter into this Agreement and to consummate the transactions contemplated hereby, USI hereby makes to High Tide each of the representations and warranties set forth in this Article 5.2, which representations and warranties are true and correct as of the date hereof. (a) Organization and Standing. USI is a real estate investment trust (“REIT”) duly organized, validly existing and in good standing under Maryland law, and has the full and unrestricted power and authority to own, operate its assets, to carry on its business as currently conducted, to execute and deliver this Agreement and to carry out the transactions contemplated hereby. USI is duly qualified to conduct business as a foreign REIT where necessary and is in good standing in the states in which it is so qualified.
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REPRESENTATIONS AND WARRANTIES OF USI. As a material inducement to High Tide to enter into this Agreement and to consummate the transactions contemplated hereby, USI hereby makes to High Tide each of the representations and warranties set forth in this Article 5.2, which representations and warranties are true and correct as of the date hereof.
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REPRESENTATIONS AND WARRANTIES OF USI. USI hereby represents and warrants to Minnesota Life on behalf of itself and any Affiliates performing services under this Agreement or any Ancillary Agreement (collectively, the "USI Companies") as follows:
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REPRESENTATIONS AND WARRANTIES OF USI. As a material inducement to Amsdell to enter into this Agreement and to consummate the transactions contemplated hereby, USI hereby makes to Amsdell each of the representations and warranties set forth in this Article 5.2, which representations and warranties are true and correct as of the date hereof.
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REPRESENTATIONS AND WARRANTIES OF USI. As of the Effective Date, USI makes the following representations and warranties to Sprott: (a) With respect to the Key Properties comprising interests in fee lands or patented mining claims, USI is in exclusive possession of and owns such Properties free and clear of all Encumbrances, except those set forth in the Title Reports or otherwise specifically identified in the Disclosure Schedule. With respect to the Other Properties comprising interests in fee lands or patented mining claims, to its knowledge, USI is in exclusive possession of and owns such Properties free and clear of all Encumbrances, except those set forth in the Title Reports or otherwise specifically identified in the Disclosure Schedule. (b) With respect to those Properties in which USI holds an interest under leases or other contracts, except for the execution and delivery of renegotiated mining leases as may be required from time to time, (i) to its knowledge USI is in exclusive possession of such Properties (except to the extent that the lessors or other parties to those leases or other contracts have rights to use or allow third parties to use the Properties as set forth in those leases or other contracts); (ii) USI has not received any notice of default of any of the terms or provisions of such leases or other contracts; (iii) USI has the authority under such leases or other contracts to perform fully its obligations under this Agreement; (iv) to USI’s knowledge, such leases and other contracts are valid and are in good standing; (v) USI has no knowledge of any act or omission or any condition on the Properties which could be considered or construed as a default under any such lease or other contract; and (vi) to USI’s knowledge, such Properties are free and clear of all Encumbrances arising by, through or under USI except for those set forth in the Title Reports or specifically identified in the Disclosure Schedule. (c) With respect to unpatented mining claims included in the Properties which were located by USI (the “USI Claims”), except as provided in the Title Reports or the Disclosure Schedule, and subject to the paramount title of the United States, to USI’s knowledge: (i) the USI Claims were properly laid out and monumented; (ii) all required location and validation work was properly performed; (iii) location notices and certificates were properly recorded and filed with appropriate governmental agencies; (iv) all assessment work required to hold the USI Claims has been perfo...
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REPRESENTATIONS AND WARRANTIES OF USI. In order to induce Pre-Cell and Merger Subsidiary to enter into this Agreement and to consummate the transactions contemplated under this Agreement, USI hereby makes the following representations and warranties each of which is relied upon by Pre-Cell and Merger Subsidiary regardless of any other action, omission to act, investigation made or information obtained by Pre-Cell and Merger Subsidiary.
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Related to REPRESENTATIONS AND WARRANTIES OF USI

  • 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 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 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 BUYER Buyer hereby represents and warrants to Seller as follows:

  • 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 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 Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

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