REPRESENTATIONS AND WARRANTIES OF WESTBOUND Sample Clauses

REPRESENTATIONS AND WARRANTIES OF WESTBOUND. Section 3.01 Organization; Ownership. 13 Section 3.02 Capitalization 14 Section 3.03 Execution and Delivery 14 Section 3.04 No Violation 15 Section 3.05 Financial Statements; Call Reports. 15 Section 3.06 Litigation 16 Section 3.07 Governmental Consents and Approvals 16 Section 3.08 No Undisclosed Liabilities 16 Section 3.09 Title to Tangible Assets 17 Section 3.10 Absence of Certain Changes or Events 17 Section 3.11 Leases, Contracts and Agreements. 17 Section 3.12 Taxes and Tax Returns. 19 Section 3.13 Insurance 21 Section 3.14 Proprietary Rights 22 Section 3.15 Loan Portfolio and Reserve for Loan Losses 22 Section 3.16 Deposits 23 Section 3.17 Investment Securities and Commodities 24 Section 3.18 Risk Management Instruments 24 Section 3.19 Employee Relationships 24 Section 3.20 Condition of Assets 24 Section 3.21 Environmental Compliance 25 Section 3.22 Books and Records 25 Section 3.23 Absence of Certain Business Practices 26 Section 3.24 Regulatory Compliance 26 Section 3.25 Internal Controls 26 Section 3.26 Forms of Instruments, Etc 26 Section 3.27 Fiduciary Responsibilities 26 Section 3.28 Guaranties 27 Section 3.29 Employee Benefit Plans. 27 Section 3.30 Compliance with Laws, Permits and Instruments 29 Section 3.31 Westbound Information 29 Section 3.32 Dissenting Shareholders 30 Section 3.33 Business Combination 30 Section 3.34 Fairness Opinion 30 Section 3.35 Brokerage Fees and Commissions 30 Section 3.36 Regulatory Approvals 30 Section 3.37 Representations Not Misleading 30 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF GUARANTY AND GBT Section 4.01 Organization 31 Section 4.02 Capitalization 31 Section 4.03 Execution and Delivery 32 Section 4.04 No Violation 32 Section 4.05 Litigation 33 Section 4.06 SEC Filings; Financial Statements; Call Reports 33 Section 4.07 Governmental Consents and Approvals 34 Section 4.08 No Undisclosed Liabilities 34 Section 4.09 Absence of Certain Changes or Events 35 Section 4.10 Taxes and Tax Returns 35 Section 4.11 Compliance with Laws, Permits and Instruments; Regulatory Compliance and Report 36 Section 4.12 Absence of Certain Business Practices 37 Section 4.13 Internal Controls 37 Section 4.14 Guaranty Information 37 Section 4.15 Brokerage Fees and Commissions 38 Section 4.16 Tax Treatment of the Merger 38 Section 4.17 Financing 38 Section 4.18 No Vote Required 38 Section 4.19 Representations Not Misleading 38 ARTICLE V COVENANTS OF WESTBOUND Section 5.01 Commercially Reasonable Efforts 38 Section 5.02 Information ...
Sample 1
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF WESTBOUND. Except as disclosed in the disclosure schedules delivered by Westbound to Guaranty concurrently herewith (the “Disclosure Schedules”), Westbound hereby represents and warrants to Guaranty and GBT as follows:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF WESTBOUND

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

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

  • 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 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 Customer The Customer represents and warrants to the Transfer Agent that:

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!