Representations Regarding Sample Clauses

Representations Regarding. [**]. Isis represents and warrants to Genzyme as follows: (a) [**], Isis will Control all Know-How [**] that is [**] the manufacture, development or commercialization of Mipomersen, including the [**] Manufacturing Improvements and will have the sufficient legal and/or beneficial title and ownership or rights to grant the Product License to Genzyme under such Know-How and the grant of such license to Genzyme does not violate the terms of any Third Party Agreement or any other agreement Isis has with a Third Party [**]. (b) If [**], Isis will Control all Know-How [**] that is [**] the manufacture, development or commercialization of Mipomersen as of such date and will have [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. the sufficient legal and/or beneficial title and ownership or rights to grant the Product License to Genzyme under such Know-How and the grant of such license to Genzyme does not violate the terms of any Third Party Agreement or any other agreement Isis has with a Third [**].
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Representations Regarding the Site and Facility Seller has received no written notice of any building code violation or violation of any other Law affecting the Site or the Facility or of any claim, action, suit or other proceeding relating to the Site or Facility.
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Representations Regarding. This Agreement and the Underwriter's Warrant Agreement. The Company has full power and authority, corporate and otherwise, to enter into this Agreement and the agreement governing the Underwriter's Warrants (the "Underwriter's Warrant Agreement") and to carry out the provisions and conditions hereof and thereof. This Agreement and the Underwriter's Warrant Agreement have been duly and validly authorized by the Company and constitute, or when executed and delivered, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws offering creditors' rights generally, (b) as enforceability of any indemnification and contribution provision may be limited under the federal and state securities laws, and (c) that, the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution, delivery and performance by the Company of this Agreement and the Underwriter's Warrant Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms and conditions hereof and thereof have been duly authorized by all necessary corporate action and do not and will not, with or without the giving of notice or the lapse of time or both, (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the property or assets of the Company is subject; (ii) result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company; (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business; or (iv) have a m...
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Representations Regarding the Company Each of the Sponsor and the Participant represents and warrants that all of the representations and warranties made or confirmed by the Company in any Financing Agreement (including this Agreement) to which the Company is or will be a party, to the best of its knowledge and belief, are true and correct as of the date hereof or, as the case may be, as of the date when they will be made. With respect to representations and warranties made or confirmed by the Company, none of the Sponsor or the Participant has any knowledge of any additional facts or matters not disclosed to EBRD the existence of which makes any of such representations and warranties inaccurate or misleading.
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Representations Regarding the Parties Each of the Sponsor, the Participant and the Company represents and warrants that it is duly organised and validly existing and in good standing under the laws of its jurisdiction of incorporation and/or formation and is registered with all relevant registration bodies in such jurisdiction and in any jurisdiction in which it does business, and has full power to own the
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Representations Regarding. Acquisitions To the extent any representation or warranty contained in this Article 5. relates to an Acquisition and the Transactions relating thereto, such representation or warranty shall be deemed made only on and as of the (a) the date such Acquisition has been consummated and (b) the date of the making of the Loan any of the proceeds of which are used in whole or in part to finance such Acquisition.
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Related to Representations Regarding

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Representations and Warranties Regarding the Master Servicer The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans and the Bondholders, as of the Cut-off Date and the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the validity or enforceability of the Mortgage Loans; (ii) The Master Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the certificate of incorporation or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer is a party or by which the Master Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the Master Servicer), or to the knowledge of the Master Servicer threatened, against the Master Servicer or any of its properties or with respect to this Servicing Agreement or the Bonds or the Certificates which, to the knowledge of the Master Servicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement; and (vi) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the Master Servicer hereunder.

  • Representations and Warranties Regarding Individual Mortgage Loans The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

  • Representations and Warranties Regarding Each Contract Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Representations and Warranties Regarding the Servicer The Servicer represents and warrants to Company, the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders, as of the Cut-Off Date, [the date of the Servicing Agreement], the Closing Date [and any Deposit Date], that: (i) The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of [_______] and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Servicer; (ii) The Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Servicer or any provision of the Certificate of Incorporation or Bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer may be bound; and (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer or any of its properties or with respect to this Servicing Agreement or the Notes or the Certificates which in the opinion of the Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement. The foregoing representations and warranties shall survive any termination of the Servicer hereunder.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties Regarding the Seller The Seller represents, warrants and covenants to the Purchaser that as of the date hereof and as of each Closing Date:

  • REPRESENTATIONS AND WARRANTIES REGARDING SELLER Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

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