Representations of Acquiror Sample Clauses

Representations of Acquiror. Acquiror hereby represents and warrants as follows: (a) As of the Closing Date, the Acquiror Shares to be delivered to the Shareholders will constitute valid and legally issued shares of Acquiror, fully-paid and nonassessable, and will be legally equivalent in all respects to the common stock of Acquiror issued and outstanding as of the date thereof. (b) The officers of Acquiror are duly authorized to execute this Agreement and have taken all action required by law and agreements, charters, by-laws, or otherwise, to properly and legally execute this Agreement.
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Representations of Acquiror. Acquiror hereby represents and warrants as follows: (a) The officers of Acquiror are duly authorized to execute this Agreement and have taken all actions required by law and agreements, charters, and bylaws, to properly and legally execute this Agreement. (b) As of the Closing Date and date hereof, Acquiror is duly organized, validly existing and in good standing under the laws of the State of Colorado; it has the corporate power to own the Licenses and the Rights and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where so required.
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Representations of Acquiror. Acquiror hereby represents and warrants as follows:
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Representations of Acquiror. Acquiror hereby represents and warrants --------------------------- as follows: (a) As of the Closing Date, the Acquiror shares to be delivered to the Acquiree Stockholders will be duly authorized and will constitute valid and legally issued shares of common stock of Acquiror, fully-paid and nonassessable, and the common stock will be legally equivalent in all respects to the common stock of Acquiror issued and outstanding as of the date hereof. (b) The officers of Acquiror are duly authorized to execute this Agreement and have taken all action required by law, applicable agreements and governing corporate instruments to properly and legally execute this Agreement. The execution hereof and performance hereunder will not violate the provisions of Acquiror's Articles of Incorporation or By-laws and will not constitute a material breach of any agreement to which Acquiror is a party. (c) Acquiror has delivered its audited April 30, 1997 financial statements, ("Acquiror Financial Statements"), and at closing shall deliver all of its financial records to persons appointed as new management of Acquiror. Acquiror Financial Statements, are presently and at closing shall be, true, correct, complete and accurate; there are not presently and at closing there shall be no liabilities, either fixed or contingent, not reflected in such financial statements. Acquiror Financial Statements fairly and accurately reflect the financial condition of the Acquiror as of the dates thereof and the results of operations for the periods reflected therein, except as otherwise disclosed herein. Such statements have been prepared in accordance with generally accepted accounting principles, consistently applied, except as otherwise stated therein. (d) Since the date of the Acquiror Financial Statements there shall not have been, and as of the Closing Date there shall not be, any material adverse changes in the financial position of Acquiror, except changes arising in the ordinary course of business, which changes shall in no event materially and adversely affect the financial condition of the Acquiror. However, the financial position of Acquiror shall change to the extent there are costs incurred by Acquiror in connection with this reorganization and the closing thereof. Acquiror shall have no liabilities or debts as of the Closing Date. (e) Acquiror is not involved in any pending litigation, claims, or governmental investigation or proceeding not reflected in such financial statements or...
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Representations of Acquiror. Acquiror hereby represents and warrants as follows: (a) The officers of Acquiror are duly authorized to execute this Agreement and have taken all actions required by law and agreements, charters, and bylaws, to properly and legally execute this Agreement. (b) As of the Closing Date and date hereof, Acquiror is duly organized, validly existing and in good standing under the laws of the State of Florida; it has the corporate power to own the Subsidiaries and the Rights and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where so required.
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Representations of Acquiror. The Acquiror hereby represents and warrants that as of the date hereof and as of the Closing Date, as that term is hereinafter defined, the representations and warranties set forth below are and will be true and correct.
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Representations of Acquiror. Acquiror hereby represents and warrants --------------------------- as follows: (a) As of the Closing Date, the Acquiror Shares to be delivered to the Acquiree Stockholders will be duly authorized and will constitute valid and legally issued shares of capital stock of the Acquiror, full paid and nonassessable, and the Acquiror Shares of Common Stock will be legally equivalent in all respects to Common Stock of the Acquiror's issued and outstanding shares Common Stock as of the date hereof subject to resale restrictions under Rule 144 and pursuant to 3(b) above.
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Representations of Acquiror. (a) Acquiror is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the authority to execute this Letter of Intent and to be bound by the terms and conditions hereof and to enter into and be bound by the terms and conditions as set out in the Definitive Agreements. (b) Acquiror has or will obtain, prior to the execution and closing on the Definitive Agreements, all necessary corporate actions required for the execution of this Letter of Intent and the Definitive Agreements. (c) Acquiror represents that it will have good and marketable title to all of its assets and liabilities set forth in their entirety in its financial statements and that any liens, mortgages, or other encumbrances, if any, against said assets and properties will be duly and completely set forth in its financial statements. (e) Acquiror is not involved in any pending or threatened litigation against it, except as it shall identify in writing prior to the execution of the Definitive Agreements.
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Representations of Acquiror. Acquiror for their respective rights and interests represent and warrant as follows:
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Related to Representations of Acquiror

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of GFS GFS represents and warrants to the Trust that: (i) it is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska; (ii) it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement; (iii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (iv) it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act; (b) Company represents and warrants that it is an insurance company duly organized and in good standing under the laws of its state of incorporation and that it has legally and validly established each Variable Account as a segregated asset account under applicable state insurance laws and the regulations thereunder. (c) Company represents and warrants that (i) prior to and at the time of any issuance or sale of Portfolio shares, the Contracts will be registered under the Securities Act of 1933, as amended (“1933 Act”), unless exempt from such registration, (ii) prior to and at the time of any issuance or sale of Portfolio shares, the Contracts will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the Securities Exchange Act of 1934 (“1934 Act”), the 1940 Act and the law(s) of Company’s state(s) of organization and domicile, (iii) each Variable Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, unless exempt from such requirements, (iv) each Variable Account’s 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder, (v) Company will amend the registration statement for its Contracts under the 1933 Act and for its Variable Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vi) each Variable Account prospectus, Statement of Additional Information (“SAI”), and then-current stickers, will at all times comply in all material respects with the applicable requirements of the 1933 Act and the rules thereunder. (d) Company represents that each Variable Account is a “segregated asset account” and that interests in each Variable Account are offered exclusively through the purchase of a “variable contract”, within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended (“Code”), and Section 1.817-5(f)(2) of the Federal Tax Regulations, that it shall make every effort to continue to meet such definitional requirements, and that it shall notify W&R and Ivy Funds VIP promptly upon having a reasonable basis for believing that such requirements have ceased to be met or that they may not be met in the future. (e) Company represents that the Contracts are currently, and at the time of issuance will be, treated as annuity contracts or life insurance policies, whichever is appropriate under applicable provisions of the Code, and that it shall make every effort to maintain such treatment. Company will promptly notify W&R and Ivy Funds VIP upon having a reasonable basis for believing that the Contracts have ceased to be treated as annuity contracts or life insurance polices, or that the Contracts may not be so treated in the future. (f) Company represents that it has established such rules and procedures as are necessary to ensure compliance with applicable federal, state and self-regulatory requirements relating to the offering of the Contracts. W&R and Ivy Funds VIP explicitly disclaim any and all responsibility for the offer, sale, distribution and/or servicing of the Contracts, except as otherwise specified in this Agreement. (g) Company shall during the term of this Agreement comply with all laws, rules and regulations applicable to it in connection with the performance of each of its obligations under this Agreement or applicable to the performance of its business, including, but not limited to, the requirements of the USA Patriot Act of 2001 (the “AML Act”) and related laws, rules and regulations. (h) To the extent one or more third parties are engaged by Company to offer the Contracts and/or perform services that Company is responsible for under this Agreement (such parties include, but are not limited to, affiliates of Company) (“Agents”), Company shall determine that each such Agent is capable of performing such services, shall take measures as may be necessary to ensure that Agents perform such services in accordance with the requirements of this Agreement and applicable law and shall bear full responsibility for, and assume all liability for (including any obligation for indemnification as provided in Paragraph 13 hereof), the actions and inactions of such Agents as if such services had been provided by Company. (i) From time to time, W&R and/or Ivy Funds VIP may implement policies, procedures or requirements in an effort to comply with applicable legal requirements and/or avoid potential adverse effects on the Portfolios. Company agrees to cooperate in good faith with W&R and/or Ivy Funds VIP in the implementation of any such policies, procedures and/or requirements and agrees to comply with any and all requirements, restrictions and limitations described in the Portfolios’ prospectus, including any restrictions or prohibitions relating to frequent purchases and redemptions of Portfolio shares. Such cooperation shall include, but not be limited to, providing, promptly upon request by W&R and/or Ivy Funds VIP, names, taxpayer identification numbers and transaction information relating to Contract Owners issuing instructions to the Company resulting in the purchase, redemption, transfer or exchange of Portfolio shares, executing any instructions from W&R and/or Ivy Funds VIP to restrict or prohibit any further purchases or exchanges of Portfolio shares relating to any Contract Owner who has been identified by or on behalf of Ivy Funds VIP as having engaged in transactions of Portfolio shares that violate policies established by Ivy Funds VIP for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Portfolio, facilitating the imposition of any applicable redemption fee on such person or persons, and taking such other remedial steps as are requested by W&R and/or Ivy Funds VIP, all to the extent permitted or required by applicable law. (j) Company represents that, during the term of this Agreement, it will have in force adequate insurance coverage insuring the Company against potential liabilities associated with the underwriting and distribution of the Contracts.

  • Representations of Buyer Buyer represents and warrants that:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations of Purchaser Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • Representations of the Purchasers Each Purchaser represents as follows:

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