Representations and Warranties of Vector Sample Clauses

Representations and Warranties of Vector. As a material inducement to the Buyer to (i) enter into this Agreement,(ii) purchase and acquire the Shares and (iii) make or arrange the Facility, Vector represents and warrants to the Buyer, except as disclosed in the Exhibits to this Agreement, as of the date of this Agreement and the Closing Date, that: (a) Vector is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Vector is duly authorized to conduct business in the State of Florida as a foreign corporation, and is in good standing in each state in which the ownership of its property or the conduct of its business renders such qualification necessary, and has all corporate power and authority necessary to engage in the business in which it is presently engaged. FROM JANUARY 1, 1990 THROUGH THE DATE HEREOF, VECTOR HAS NOT DONE ANY BUSINESS IN THE STATE OF NEVADA EITHER DIRECTLY OR THROUGH AN AFFILIATED CORPORATION, AND THEREFORE THE PROVISIONS OF NRS 78.378 TO NRS 78.3793 OF THE NEVADA BUSINESS CORPORATION ACT (THE "NEVADA LAW") DO NOT APPLY TO VECTOR BY VIRTUE OF NRS 78.3788 OF THE NEVADA LAW.
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Representations and Warranties of Vector. Vector represents and warrants to Corel as follows, in each case except as set out in the Vector Disclosure Letter (and each disclosure in the Vector Disclosure Letter will be deemed to be a disclosure for all purposes of this Agreement and a representation and warranty given pursuant to this Article 5):
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Representations and Warranties of Vector. As a material inducement to the Buyer to (i) enter into this Agreement, and (ii) purchase and acquire the Shares and the Option, Vector represents and warrants to the Buyer, except as disclosed in the Exhibits to this Agreement, that: (a) Vector is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Vector is duly authorized to conduct business in the State of Florida as a foreign corporation, and is in good standing in each state in which the ownership of its property or the conduct of its business renders such qualification necessary, and has all corporate power and authority necessary to engage in the business in which it is presently engaged. From January 1, 1990 through the date hereof, Vector has not done any business in the State of Nevada either directly or through an affiliated corporation, and therefore the provisions of NRS 78.378 to NRS 78.3793 of the Nevada Business Corporation Act (the "Nevada Law") do not apply to Vector by virtue of NRS 78.3788 of the Nevada Law. (b) Vector does not own or control, directly or indirectly, any interest in any other corporation, joint venture, partnership, association or other business entity. (c) Vector has furnished to the Buyer, or will furnish to the Buyer prior to the Closing Date, copies of the audited financial statements of Vector for the years ended September 30, 1994, 1993 and 1992 (hereinafter collectively referred to as the "Vector Financial Statements"). The Vector Financial Statements include a balance sheet and related statements of net income (loss), shareholders' equity and cash flows for the year ended on such date audited by Vector's certified public accountants. The Vector Financial Statements fairly present the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods to which they apply. The Vector Financial Statements have been prepared in accordance with generally accepted accounting principles (except to the extent that certain footnote disclosures regarding any stub period may have been omitted in accordance with the applicable rules of the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "1934 Act"), consistently applied throughout the periods involved, are correct and complete, and are in accordance with the books and records of Vector. The accountants whose report on the aud...
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Representations and Warranties of Vector. Vector represents and warrants as follows:
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Representations and Warranties of Vector. Except as set forth in Vector Disclosure Schedule (regardless of whether or not the relevant Section hereof refers to the Vector Disclosure Schedule), it being understood and agreed that each disclosure set forth in the Vector Disclosure Schedule shall qualify or modify each of the representations and warranties set forth in this Article 5 to the extent the applicability of the disclosure to such representation and warranty is reasonably apparent from the text of the disclosure made, Vector hereby represents and warrants to Delta and Ultra as follows:
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Representations and Warranties of Vector. Vector represents and warrants to Corel that at the date hereof: (i) Vector CC Holdings L.L.C. ("Holdings") is a limited liability company formed under the laws of the State of Delaware, each of the members of which is managed by Vector Capital Corporation or an affiliate of Vector Capital Corporation; (ii) Holdings is a party to an agreement with Microsoft Licensing, Inc. dated March 7, 2003 (the "Purchase Agreement") pursuant to which it has agreed to purchase, not later than March 24, 2003, 22,890,000 Series A participating convertible preferred shares of Corel ("Series A Shares") and Vector does not own any other Series A Shares or any common shares of Corel; and (iii) other than the Purchase Agreement, Vector is not a party to any agreement, arrangement, or understanding with any other person or persons with respect to any Series A Shares not owned by it or with respect to any common shares of Corel.
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Representations and Warranties of Vector. Vector hereby represents and warrants to MSLI as of the date of this agreement and as of the Settlement Date as follows:
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Representations and Warranties of Vector. Vector hereby represents and warrants to Elite that: (a) Vector has the corporate power and authority to enter into this Loan Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Vector of this Loan Agreement and the Related Agreements and the consummation by Vector of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Vector. This Loan Agreement and the Related Agreements have been duly executed and delivered by Vector and constitute valid and binding obligations of Vector, enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable). (b) The execution, delivery and performance by Vector of this Loan Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on Vector. (c) There is no pending, or to the knowledge of Vector, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation which might affect the validity or enforceability of this Loan Agreement or the Related Agreements. (d) No consent or approval of, or exemption by, or filing with, any party of governmental or public body or authority is required in connection with the execution, delivery and performance under this Loan Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder.
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Representations and Warranties of Vector. 6.1 Vector hereby represents to Seller on the date hereof and on the Settlement Date that:
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Related to Representations and Warranties of Vector

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

  • 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 Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • Representations and Warranties of Party A Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

  • REPRESENTATIONS AND WARRANTIES OF TARGET 8 2.1 Organization, Standing and Power................................ 8 2.2

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