REPRESENTATIONS AND WARRANTIES OF WBI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF WBI. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, WBI hereby represents and warrants to SFG:
Sample 1
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REPRESENTATIONS AND WARRANTIES OF WBI. AND THE BANK 15 4.1 Capital Structure of WBI and the Bank. 15 4.2 Organization, Standing and Authority of WBI and the Bank. 16 4.3 Subsidiaries 16 4.4 Authorized and Effective Agreement; Consents and Approvals. 16 4.5 Regulatory Reports and Agreements. 17 4.6 Financial Statements. 18 4.7 No Material Adverse Change 19 4.8 Environmental Matters. 20 4.9 Tax Matters. 21 4.10 Legal Proceedings. 21 4.11 Compliance with Laws. 21 4.12 Employee Matters and ERISA. 22 4.13 Certain Contracts. 23 4.14 Brokers and Finders. 24 4.15 Insurance 24 4.16 Properties 24 4.17 Transactions with Affiliates. 25 4.18 Loans. 25 4.19 Intellectual Property 25 4.20 Disclosures. 26 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BSVN 26 5.1 Organization, Standing and Authority 26 5.2 Authorized and Effective Agreement; Consents and Approvals. 26 5.3 Legal Proceedings. 27 5.4 BSVN Financial Statements. 27 5.5 Compliance Matters. 28 5.6 Financial Resources. 28 5.7 Brokers and Finders 28 5.8 Disclosures 28 ARTICLE VI. COVENANTS 28 6.1 Commercially Reasonable Efforts. 28 6.2 Consents. 29 6.3 Investigation and Confidentiality 29 6.4 Press Releases. 29 6.5 Business of WBI and the Bank; Terminating Employee Plans. 30 6.6 Shareholder Approval. 34 6.7 No Solicitation 34 6.8 Indemnification; Insurance 34 6.9 Regulatory Approvals. 35 6.10 Disclosure Supplements 36 6.11 Failure to Fulfill Conditions 36 6.12 Employee Matters 36 6.13 Environmental Assessments. 36 6.14 Conforming Accounting Adjustments 37 6.15 Termination of Retirement & Employee Savings Plans. 37 6.16 Salary Continuation Agreements. Bank shall: 38 6.17 Bank-Owned Life Insurance 38 6.18 Purchase or Terminate Insurance Policies 38 ARTICLE VII. CONDITIONS PRECEDENT 38 7.1 Conditions Precedent – All Parties 38 7.2 Conditions Precedent – The Bank 39 7.3 Conditions Precedent – BSVN 39 ARTICLE VIII. TERMINATION, WAIVER AND AMENDMENT 40 8.1 Termination 40 8.2 Effect of Termination. 41 8.3 Survival of Representations, Warranties and Covenants. 41 8.4 Waiver 41 8.5 Amendment or Supplement. 41 ARTICLE IX. INDEMNIFICATION 41 9.1 Indemnification. 41 9.2 Limitations on Amount of Indemnification. 42 9.3 Indemnification Procedures 42 9.4 Treatment of Indemnification Payments 43 9.5 Exclusive Remedies 43 ARTICLE X. MISCELLANEOUS 44 10.1 Appointment of Representative 44 10.2 Expenses 44 10.3 Entire Agreement 44 10.4 Assignment; Successors; Third-Party Beneficiaries 44 10.5 Specific Performance; Remedies Not Exclusive 45 10.6 Attorneys’ Fees 45 10.7 Notice...
Sample 1
REPRESENTATIONS AND WARRANTIES OF WBI. 7 5. Representations and Warranties of BOKF and Merger Corp..................21 6. Covenants...............................................................24 7. Conditions Precedent to Closing by BOKF and Merger Corp.................40 8. Conditions Precedent to Closing by WBI and Bank ........................42 9. Closing.................................................................44 10.
Sample 1
REPRESENTATIONS AND WARRANTIES OF WBI. WBI hereby represents and warrants to BOKF that, now and at the time of Closing:
Sample 1
REPRESENTATIONS AND WARRANTIES OF WBI. 85% held subsidiary GPL, and Selling Shareholders WBI, subsidiary GPL, and the Selling Shareholders (the "Entire WBI Group") each represent and warrant to TMFT as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF WBI. WBI repre­sents, war­rants and covenants to Drinks as follows: (a) WBI has the authority to enter into and carry out its obli­ga­tions under this Agreement. (b) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not act as a breach of any agree­ment or understanding to which WBI is a party. (c) WBI has the right to designate and appoint the Drinks as importer and distributor or sales agent for the current importer and distributor of the Products in the Territory where legally possible. WBI ­­shall cause any previously designated distributor for the Exclusive Territory to relinquish and surrender ­­any and all such rights, and to require such distributor to execute a transitional service agreement with Drinks. (d) The Products sold to Drinks under this Agreement shall be merchantable and fit for human consumption. The Products shall be manufactured, packaged and labeled in conformity with applicable U.S. feder­al, state and local laws, rules and regula­tions and, specifically, the rules and regulations of the ­Food and Drug Administration. Samples of the Product have been provided to Drinks. All shipments of the Prod­ucts shall conform to any samples provid­ed. (e) WBI shall maintain an adequate inventory of the Prod­ucts with which to supply Drinks. WBI shall accept all orders rea­sonably sub­mit­ted by Drinks, with shipment to follow not later than fifteen (15) days from receipt of an order, unless excused by Section 16 below, or as otherwise agreed upon by the par­ties. (f) WBI shall use its best efforts to prevent the sale of unau­tho­rized shipments of the Products into the Exclusive Territory by entities or per­sons other than Drinks. In this regard, WBI shall not sell or otherwise transfer any of the Prod­ucts to any distributor located outside the Exclusive Territory whom WBI knows, or has reason to be­lieve, will, either di­rectly or indi­rectly, sell or otherwise transfer the Products into the Exclusive Terri­tory.
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF WBI

  • 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 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 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 SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • 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 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.

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