Representations, Warranties and Acknowledgments Sample Clauses
The "Representations, Warranties and Acknowledgments" clause sets out the statements of fact and assurances each party makes to the other regarding their authority, capacity, and the truthfulness of information provided in the agreement. In practice, this clause may require parties to confirm they have the legal right to enter into the contract, that all necessary approvals have been obtained, and that no undisclosed liabilities exist. Its core function is to allocate risk by ensuring both parties are entering the agreement based on accurate information and mutual understanding, thereby providing grounds for remedies if any statements prove false.
Representations, Warranties and Acknowledgments. 11.1 Acknowledgments by DB Contractor
11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained Elements.
11.1.2 DB Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build Contract; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks.
11.1.3 DB Contractor shall not be entitled to (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.
11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents.
11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and ...
Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that:
(i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) (other than, for the avoidance of doubt, the Other ASR Transaction) during the term of this Agreement;
(ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares;
(iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction;
(iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and
(v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to en...
Representations, Warranties and Acknowledgments. (a) Issuer hereby represents and warrants to Dealer on the date hereof and on and as of the Initial Share Delivery Date that:
(i) (A) None of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares, and is entering into the Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of federal securities laws, including, without limitation, Rule 10b-5 under the Exchange Act and (B) Issuer agrees not to alter or deviate from the terms of the Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of the Agreement. Without limiting the generality of the foregoing, all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents) do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
(ii) The transactions contemplated by this Confirmation have been authorized under Issuer’s publicly announced program to repurchase Shares.
(iii) Issuer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities.
(iv) Issuer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) in violation of the federal securities laws.
(v) There have been no purchases of Shares in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by or for Issuer or any of its affiliated purchasers during each of the four calendar weeks preceding the Trade Date and during the calendar week in which the Trade Date occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18).
(vi) Issuer is as of the date h...
Representations, Warranties and Acknowledgments. 24.1 Each Party represents and warrants that:
(a) it has the full right and authority to enter into, execute, deliver and perform its obligations under this Agreement;
(b) this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms, subject to bankruptcy, insolvency, creditors' rights and general equitable principles; and
(c) its execution of and performance under this Agreement shall not violate any applicable existing regulations, rules, statutes or court orders of any local, state or federal government agency, court or body.
24.2 AT&T represents and warrants that both the Subject Strands and the portion of the AT&T System in which the same is located, shall be engineered, constructed and installed in accordance with the specifications set forth in Exhibits D and E, and that any deviation from such specifications have not and shall not result in damage to the Subject Strands; provided that Purchaser's sole rights and remedies with respect to any such damage to the Subject Strands shall be for AT&T to repair and correct any Material Fiber Deviations from the standards set forth in Exhibits D and E at AT&T's sole cost and expense. For purposes hereof, "Material Fiber Deviation" means a deviation, which has or is reasonably likely to have a material adverse affect on the operation or performance of the Subject Strands affected thereby. The representations and warranties set forth in this Section 24.2 shall terminate and be of no further force and effect as of the date thirty (30) days prior to the expiration of the "Applicable Period" (as hereinafter defined) except with respect to claims for breaches of such representation and warranties as to which Purchaser provides notice to AT&T not less than thirty (30) days prior to the expiration of the Applicable Period. As used herein, the term "Applicable Period" shall mean (i) with respect to Material Fiber Deviations relating to the quality or characteristics of the Subject Strands, the warranty period obtained by AT&T with respect to such Fiber, and (ii) with respect to any other material deviations, the warranty period obtained by AT&T from the applicable contractor performing the services which are allegedly subject to the material deviation; provided, however, that if such services were performed by AT&T, the Applicable Period shall be the warranty period obtained by AT&T from the contractor providing the largest portion of the construction se...
Representations, Warranties and Acknowledgments. AIM represents and warrants that it is acquiring the Shares for its own account for investment and not with any view to resale or further distribution thereof, and that it has no present intention to redeem any of the Shares. AIM acknowledges and agrees that in the event any of the Shares are redeemed prior to complete amortization by the Funds of their deferred organization expenses, the amount payable by the Corporation upon redemption of such Shares shall be reduced by the pro rata share (based on the number of Shares redeemed and the total number of Shares then outstanding) of the unamortized organization expenses as of the date of such redemption.
Representations, Warranties and Acknowledgments. 22.1 By execution of this Agreement, each Party represents and warrants to the other:
(a) That the representing Party has full right and authority to enter into and perform this Agreement in accordance with the terms hereof and thereof, and that by entering into or performing this Agreement, the representing Party is not in violation of its charter or bylaws, or any law, regulation or agreement by which it is bound or to which it is subject;
(b) That the execution, delivery, and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, that the signatories for such Party hereto are authorized to sign this Agreement, and that the joinder or consent of any other party, including a court or trustee or referee, is not necessary to make valid and effective the execution, delivery and performance of this Agreement by such Party.
22.2 CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS AGREEMENT THE CITY MAKES NO WARRANTY, REPRESENTATION OR INDEMNITY, EXPRESS OR IMPLIED, WITH RESPECT TO THE DARK FIBER, THE FIBER SYSTEM, THE ASSOCIATED PROPERTY, ANY CITY FACILITIES OR ANY WORK PERFORMED UNDER THIS AGREEMENT, INCLUDING ANY AND ALL WARRANTIES OF DESIGN, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE, AND CUSTOMER HEREBY EXPRESSLY WAIVES AND DISCLAIMS ALL SUCH WARRANTIES, REPRESENTATIONS AND INDEMNITIES. THE WARRANTIES SET FORTH IN THIS AGREEMENT CONSTITUTE THE ONLY WARRANTIES MADE BY THE CITY TO CUSTOMER WITH RESPECT TO THIS AGREEMENT AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS, OR IMPLIED. For the avoidance of doubt, nothing contained in this Section 22.2 shall be in conflict with CITY’S responsibility to maintain the Fiber System as further described in Article10 such that the Dark Fibers are operating in conformity with the applicable specifications as further described in Exhibit B.
Representations, Warranties and Acknowledgments. Each Borrower and each Guarantor hereby represents and warrants to the Agent and the Lenders that, as of the date hereof:
Representations, Warranties and Acknowledgments. (a) Each party hereto hereby represents and warrants to the other party hereto that it has full power and authority to enter into this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the Subject Party shall be binding upon the successors, assigns, heirs or personal representatives of the Subject Party.
(b) The Subject Party represents and covenants that, the Relevant Holder now has, or when the Relevant Series B Qualcomm Exchangeable Securities are received by the Relevant Holder, will have, and, except as contemplated by Section 2, will retain: (i) from the date hereof until and through to immediately prior to the Acquisition becoming Effective, good and marketable title to the Relevant Alphawave ExchangeCo Exchangeable Shares, free and clear of all liens, encumbrances and claims whatsoever (other than arising or as expressly permitted under the Alphawave Exchangeable Share Structure or this Agreement); and (ii) from the date of receipt of the Relevant Qualcomm Series B Exchangeable Securities until and through the Final Release Date, good and marketable title to the Relevant Qualcomm Series B Exchangeable Securities, free and clear of all liens, encumbrances and claims whatsoever (other than arising or as expressly permitted under the Qualcomm Exchangeable Share Structure or this Agreement).
(c) The Subject Party understands that the Subject Party’s entry into this Agreement is a condition to the entitlement of the Subject Party and the Relevant Holder to receive from Qualcomm or any of its Subsidiaries any cash or share consideration upon the Acquisition becoming Effective, on the terms and subject to the conditions set forth in the Rule 2.7 Announcement, and that Qualcomm and Bidco are relying upon this Agreement in performing their respective obligations that are subject to such condition.
Representations, Warranties and Acknowledgments. Borrower and Guarantor jointly and severally represent, warrant and acknowledge to Bank as follows:
Representations, Warranties and Acknowledgments. 2.1 The Company represents and warrants to each Stockholder that the shares of Common Stock to be issued upon conversion of the Series B Preferred Stock have been duly authorized and, when issued upon conversion of the Series B Preferred Stock as contemplated hereby, will be duly and validly issued, fully paid and non-assessable.
2.2 Each Stockholder represents, warrants and acknowledges to the Company as follows: