Representations of Transferee Sample Clauses

Representations of Transferee. Upon the transfer of any Note, each transferee must provide an executed representation letter substantially in the form set forth in Exhibit 14.4.
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Representations of Transferee. Transferee represents and warrants to Transferor that Transferee is duly organized and existing pursuant to the State of Washington and is qualified to enter into the transaction contemplated herein. Transferee further represents and warrants that the Receiving Site, King County Tax Parcel  , qualifies or is eligible to qualify for receipt of the TDRs pursuant to the King County Zoning Code (K.C.C. 21A). Responsibilities of the Parties. Transferor and Transferee shall cooperate with each other and act in good faith in obtaining approval for the transfer of the TDRs to the Receiving Site, provided that all costs related to the approval of and the transfer of the TDRs hereunder, including the preparation and recordation of documents required to consummate said transfer, shall be borne solely by Transferee. Transferor shall execute such documents as may be required by any examiner or other official representing King County to finalize the transfer of the TDRs.
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Representations of Transferee. Transferee hereby represents and warrants to Transferor as follows:
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Representations of Transferee. Any transferee from a Party that becomes a party to and bound by this Agreement shall be deemed to have given to the other Parties the representations and warranties, as to itself, set out in Section 6.01(a) or 7.01(a) (except that the business corporations act shall be as to Offeror’s or Affiliate’s applicable state of incorporation), and Section 6.01(b), (c) and (e) through (m), and Section 7.01(b) through (f), as applicable to that Party, as of the date on which it becomes a party to and bound by this Agreement.
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Representations of Transferee. The Transferee represents and warrants to the Transferor, the Company and Escrow Agent as follows: a. The Transferee has all individual power and authority to enter into this Agreement and to carry out his obligations hereunder. This Agreement has been duly executed by the Transferee, and when delivered by the Transferee in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Transferee, enforceable against him in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. b. Performance of this Agreement and compliance with the provisions hereof will not violate any provision of any applicable law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of the Transferee pursuant to the terms of any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Transferee, other than such breaches, defaults or liens which would not have a material adverse effect taken as a whole. c. Transfer of the Shares has not been registered or qualified under any federal or applicable state law regulating securities and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such law or an exemption therefrom is available.
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Representations of Transferee. (a) Transferee is the President and sole director of Hunter and is the sole director of Subsidiary and, in such capacity, has knowledge of and experience in the financial and business matters of Subsidiary and Hunter, and is capable of evaluating the risks and merits of this investment. In entering into this Agreement and the transaction contemplated hereby, Transferee has carefully evaluated the financial status of Subsidiary and Hunter, his own financial resources, and the risk associated with this investment. Transferee acknowledges that the investment contains a high degree of risk, and that he is able to bear the economic risks--including the possibility of a total loss of his investment. (b) Transferee is aware of the fact that the Shares have not been registered, nor is registration contemplated under the Securities Act of 1933, as amended, or under the securities laws of any state, but are being offered pursuant to exemptions from the registration requirements of federal and state securities laws. Accordingly, the Shares must be held indefinitely unless they are subsequently registered under such securities laws or a sale or transfer may be made without registration thereunder. Transferee further acknowledges that the Shares are being offered pursuant to exemption from prospectus and registration requirements under the securities laws of Ontario. (c) Transferee is purchasing the Shares for his own account for investment and not with a view to distribution or resale. (d) Transferee acknowledges that he has been advised to consult with his attorney regarding legal matters concerning this Agreement, the transaction contemplated hereby, the Subsidiary and Hunter. (e) Transferee hereby confirms that no representations or warranties have been made to him other than those contained in this Agreement and that he has not relied upon any representation or warranty not contained herein in making or confirming this Agreement. (f) Transferee understands and acknowledges that the law firms of Bradley Arant Rose & White LLP and Borden Ladner Gervais LLP are represxxxxxx Xxxxxxexxx in connection witx xxxx Xxxxxxent and that Bradley Arant Rose & White LLP and Borden Ladner Gervais LLP are not rexxxxxxxxxx Xxaxxxxree. Transferee ix xxxxx xxxxxsented in the transaction by WeirFoulds LLP.
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Representations of Transferee. Transferee represents and warrants to Transferor that as of the Effective Date:
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Representations of Transferee. The Transferee hereby represents and warrants: a. It is a not for profit business corporation duly organized and existing under the laws of the State of Iowa. b. It has taken all appropriate corporate action to authorize the exchange contemplated hereby. c. It intends to maintain the separate corporate existence and active business of Management, and represents that it will keep such existence and active business for not less than three (3) years after the date of the transaction.
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Related to Representations of Transferee

  • Representations and Warranties of Transferee Transferee hereby represents and warrants to Transferor as follows:

  • Representations and Warranties of Transferor Transferor makes the following representations and warranties as of the date hereof and as of the Closing Date on which Transferee relies in purchasing the Conveyed Assets. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Conveyed Assets hereunder and the pledge thereof by the Transferee to the Indenture Trustee under the Indenture. Transferor and Transferee agree that the Indenture Trustee will thereafter be entitled to enforce this Agreement against Transferor in the Indenture Trustee’s own name on behalf of the Noteholders.

  • Conditions of Transfer With respect to any Performance Share Units awarded to Employee, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Distribution Date relating to such Performance Share Units: (a) Employee must continue to be an active employee of the Company (“Continuous Employment”); (b) Employee must refrain from Engaging in Competition (as defined in Section 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation. (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to receive a distribution of any Performance Share Units for which the above conditions of transfer have not already been met as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any corresponding Common Shares. The forfeiture of rights with respect to Performance Share Units (and corresponding Common Shares) shall not affect the rights of Employee with respect to any Performance Share Units for which the above conditions of transfer already have been met nor with respect to any Common Shares the title of which has already been transferred to Employee’s Account.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

  • Rights of Transferees Subject to Section 7, the rights granted to the Holder hereunder of this Warrant shall pass to and inure to the benefit of all subsequent transferees of all or any portion of this Warrant (provided that the Holder and any transferee shall hold such rights in proportion to their respective ownership of this Warrant and Warrant Shares) until extinguished pursuant to the terms hereof.

  • Representations of Depositor The Depositor makes the following representations on which the Issuing Entity is deemed to have relied in acquiring the Receivables. The representations speak as of the Closing Date, and shall survive the sale of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

  • Representations of the Holder In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

  • 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.

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