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 hereby represents and warrants as follows:
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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 as follows:
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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, agrees and certifies that:
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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):
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Representations of Xxxx. Xxxx represents and warrants to Company as follows:
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Related to Representations of Xxxx

  • Representations of GFS GFS represents and warrants to the Trust that:

  • 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 BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • 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;

  • 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 agrees as follows:

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

  • Representations of Buyer Buyer represents and warrants that:

  • REPRESENTATIONS OF MANAGER The Manager represents, warrants and agrees that:

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, 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 Administrative Agent, the Documentation Agent, the Assignor or any other Lender and based on such documents and information at 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 Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative 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, (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, [AND (VII) ATTACHES THE FORMS PRESCRIBED BY THE INTERNAL REVENUE SERVICE OF THE UNITED STATES CERTIFYING THAT THE ASSIGNEE IS ENTITLED TO RECEIVE PAYMENTS UNDER THE LOAN DOCUMENTS WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES].** **TO BE INSERTED IF THE ASSIGNEE IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES, OR A STATE THEREOF.

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