Representations and Warrantiex Sample Clauses

Representations and Warrantiex. Xhe Company represents and warrants to the Executive that the Options have been duly and validly authorized and issued by the Company and that the Company Shares, when issued in accordance herewith upon payment of the option exercise price specified herein, will be duly and validly issued, fully paid and nonassessable.
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Representations and Warrantiex. General -------------------------------- Each party acknowledges that its representations, warranties and covenants as set forth above will be relied upon by the other in entering into and performing under this Agreement. The representations and warranties contained in this Section 5 shall survive the termination of this Assignment. Zond and WDI each shall: (a) indemnify and hold the others harmless from any loss, damage, liability and expense arising or in any manner resulting from any failure in connection with the representations and warranties made by one to the other; (b) defend at its sole cost and expense, including but not limited to counsel fees, any suits or other proceedings brought on account thereof against the other or against any property assigned or transferred to the other hereunder; and (c) satisfy all judgments which may in connection therewith be incurred by or rendered against the other or against any property assigned or transferred to the other hereunder; provided, however, that indemnity shall not be required if the cause of the indemnity is the cause of the fault or negligence of the party requesting indemnity.
Sample 1
Representations and Warrantiex. Xxe representatixxx xnd warranties of Summit set forth in this Agreement shall be true and correct, subject to Section 5.02, as of the date of this Agreement and as of the Effective Date as though made on and as of the Effective Date (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date), and Kelly Insurance shall have received a certificate, dated the Effective Date, signed on behalf of Summit by the Chief Executive Officer xxx the Chief Financial Officer of Summit to such effect.
Sample 1

Related to Representations and Warrantiex

  • Representation and Warranties The representations and warranties of Seller in Section 3 and of Purchaser in Section 4 shall be true and correct as of the Closing Date.

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Purchaser Representations and Warranties Purchaser represents and warrants to Seller that as of the date hereof:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE TRANSITORY SUBSIDIARY.....................................................26 3.1 Organization, Qualification and Corporate Power........................26 3.2 Capitalization.........................................................26 3.3

  • Your Representations and Warranties You represent and warrant to the Company that:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

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

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

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