Representations of Xxxx Sample Clauses

Representations of Xxxx. XXXX represents and warrants to the Company as follows: (a) XXXX is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by XXXX, constitutes a valid and binding obligation and agreement of XXXX and is enforceable against XXXX in accordance with its terms; and (c) XXXX, together with the XXXX Affiliates, beneficially own, directly or indirectly, an aggregate of 5,890,368 shares of Common Stock and such shares of Common Stock constitute all of the Common Stock beneficially owned by XXXX and the XXXX Affiliates or in which XXXX or the XXXX Affiliates have any interest or right to acquire or vote, whether through derivative securities, voting agreements or otherwise.
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Representations of Xxxx. Xxxx represents that (i) he has full legal right, power and authority to enter into and perform this Agreement, (ii) upon consummation of the transactions contemplated by the Merger Agreement (the "Closing Date"), Xxxx will be the beneficial owner (within the meaning of Rule 13(d)-3 (as such rules are currently in effect) under the Securities and Exchange Act of 1934, as amended) of 123,333 shares of Illini Common Stock (the "Xxxx Illini Stock"), and (iii) Xxxx does not have any agreements, arrangements or understanding with any other persons regarding the Xxxx Illini Stock.
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Representations of Xxxx. Xxxx represents and warrants to ----------------------- International Wireless and Grupo Carso as follows:
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Representations of Xxxx. Xxxx represents and warrants to Alison as follows, (with regards to (a) (b) and (c) below such warranties are based on the representations contained in section 10 hereof): (a) Xxxx owns all of the issued and outstanding capital stock of Xxx-Xxx, Xxx-Xxx South and Bar-Lor West. (b) The capital stock of Xxx-Xxx, Xxx-Xxx South and Bar-Lor West owned by Xxxx represents all of the issued and outstanding shares of the respective entities and there exists no encumbrance or other restriction prohibiting any transfer by Xxxx. (c) Each of the entities comprising the Xxx-Xxx Group are corporations duly organized, validly existing and in good standing under the laws of their respective states of incorporation and are entitled to carry on their respective businesses and to own or lease their properties and in the places where such businesses are now conducted and such properties are now owned, leased or operated. Each of the entities are duly qualified to do business in each state in which the nature of their respective assets and the conduct of their respective businesses require them to be qualified to do business. (d) Xxxx has obtained requisite authority from Mark's Board of Directors and its stockholders to authorize, adopt and approve this Agreement and the transactions contemplated hereby. (e) Neither the execution and delivery of this Agreement and delivery of the Capital Stock will require the consent or approval of other action by way of governmental agency or body or any other entity or person nor will such execution and delivery and consummation of this Agreement violate any provision of any state or local ordinance or 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 of any lien, charge or encumbrance upon any of the properties or assets of the Xxx-Xxx Group pursuant to Mark's corporate charter or by laws or any indenture, lease, mortgage, deed of trust, loan agreement or any other instrument to which Xxxx is a party or may be otherwise bound or effected. (f) This Agreement and any other documents to be executed and delivered by Xxxx in accordance herewith will constitute valid and binding obligations of Xxxx enforceable in accordance with their terms.
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Representations of Xxxx. Xxxx hereby represents and warrants as follows: (a) Xxxx is a natural person, residing at the address set forth in Section 11 hereof. (b) Xxxx is duly authorized to execute this Agreement and has taken all actions required by law to properly and legally execute this Agreement. This Agreement has been, or upon execution and delivery thereof will be, duly executed and delivered by Xxxx. Upon execution, this Agreement will be, a valid and binding obligation of Xxxx, enforceable against Xxxx in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) The execution of this Agreement will not violate or breach any agreement, contract, or commitment to which Xxxx is a party. (d) There is no suit, claim, action, proceeding or investigation pending or, to the knowledge of Xxxx, threatened against Xxxx that could reasonably be expected to adversely affect Xxxx’ performance under this Agreement or prevent or materially delay the Closing. Xxxx is not subject to any outstanding order, writ, injunction or decree that could reasonably be expected to affect Xxxx’ performance under this Agreement. (e) Xxxx acknowledges his understanding that the sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, Xxxx represents and warrants to Holdings as follows: (i) Xxxx realizes that the basis for the exemption from registration may not be available if, notwithstanding Xxxx’ representations contained herein, Xxxx is merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Xxxx does not have any such intention. (ii) Xxxx is acquiring the Shares solely for Xxxx’ own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Shares. (iii) Xxxx has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and contingencies, and has no ne...
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Representations of Xxxx. XXXX represents and warrants to the Company as follows: XXXX is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly and validly authorized, executed and delivered by XXXX, constitutes a valid and binding obligation and agreement of XXXX and is enforceable against XXXX in accordance with its terms; and XXXX, together with the XXXX Affiliates, beneficially own, directly or indirectly, an aggregate of (i) 21,388,351 shares of Common Stock and (ii) options entitling XXXX or such XXXX Affiliates to acquire 6,000,000 shares of the Common Stock, and such shares of the Common Stock and options constitute, respectively, all of the Common Stock and options beneficially owned by XXXX and the XXXX Affiliates or in which XXXX or the XXXX Affiliates have any interest or right to acquire or vote, whether through derivative securities, voting agreements or otherwise.
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Representations of Xxxx. Xxxx represents and warrants to Company as follows: (a) Xxxx hereby has the right and power to grant to Company the rights described herein and is free to enter into this Agreement and to carry out his obligations hereunder. (b) Xxxx warrants that, during the Term, he will not commit any act which brings Company into public disrepute or scandal, or which shocks, insults or offends a substantial portion or group of the community or reflects unfavorably on Company.
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Representations of Xxxx. Xxxx represents, agrees and certifies that: (a) If Xxxx exercises this option in whole or in part at a time when there is not in effect under the Securities Act of 1933, as amended (the "Act"), a registration statement relating to the shares issuable upon exercise hereof, and available for delivery to Xxxx a prospectus meeting the requirements of Section 10(a)(3) of the Act, Xxxx will acquire the shares issuable upon such exercise for the purpose of investment and not with a view to their resale or distribution, and upon each such exercise of this option, Xxxx will furnish to LEI International a written statement to such effect, satisfactory in form and substance to LEI International and its counsel; (b) If and when Xxxx proposes to offer to sell shares which are issued to Xxxx upon exercise of this option at a time when there is not in effect under the Act a registration statement relating to the resale of such shares and available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Act, or if Xxxx is a holder of 10% or more of the stock of LEI International, Xxxx will notify LEI International prior to any such offering or sale and will abide by the opinion of counsel of LEI International as to whether and under what conditions and circumstances, if any, Xxxx may offer and sell such shares; and (c) No shares may be acquired hereunder pursuant to exercise of the option granted hereby unless and until any then applicable requirements of the Securities and Exchange Commission, the California Department of Corporations, other regulatory agencies, including any other state securities law commissioners having jurisdiction over LEI International or such issuance, and any exchanges upon which Stock of LEI International may be listed, shall have been fully satisfied. Xxxx understands that the certificate or certificates representing the shares acquired pursuant to this option may bear a legend referring to the foregoing matters and any limitations under the Act and state securities laws with respect to the transfer of such shares, and LEI International may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise this option under the provisions of Section 5 above shall be bound by and obligated under the provisions of this Section 9 to the same extent as is Xxxx.
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Representations of Xxxx. Xxxx represents as follows: (a) Xxxx is a company incorporated under the laws of Colorado and is good standing under the laws of its jurisdiction of incorporation; (b) Xxxx is a reporting company under the United States Securities Exchange Act of 1934 (the "Act") and is in good standing with respect to its filings under the Act; (c) Xxxx'x authorized capital consists of shares 500,000,000 of common stock, with a par value of $0.001, of which 25,500,000 shares of common stock are issued and outstanding. The shares of common stock of Xxxx are quoted on the FINRA Over-The ­Counter Bulletin Board; and (d) There has been no material change in the affairs of Xxxx since its most recent filings in Form 10-K and Form 10-Q under the Act except as may be disclosed in any Form 8-K filed under the Act.
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Related to Representations of Xxxx

  • 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 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 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 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 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 ADVISER The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

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

  • Representations of Buyer Buyer represents and warrants that:

  • Representations of the District The District represents, covenants and warrants to the Developer as follows:

  • REPRESENTATIONS OF MANAGER The Manager represents, warrants and agrees that: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to the Allocated Portion as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best or its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify Adviser of the occurrence of any event that would disqualify Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

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