Representations, Warranties of the Company. The Company represents and warrants to, and agrees with Rxxxxxx Jxxxx as of each Applicable Time (as defined in Section 23(a)), as follows:
Representations, Warranties of the Company. In addition to those terms defined above and elsewhere in this Agreement, the following terms shall have the meanings set forth below: “Affiliate”, as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.
Representations, Warranties of the Company. The Company hereby represents and warrants to each Purchaser as of the Closing as follows:
Representations, Warranties of the Company. Except as otherwise described in the SEC Documents (as defined below) or in the Schedule of Exceptions delivered to the Investor concurrently with this agreement (the “Schedule of Exceptions”), which disclosures qualify these representations and warranties in their entirety, the Company hereby represents and warrants to the Investor as follows:
Representations, Warranties of the Company. The Company hereby represents and warrants to the Creditor as of the Effective Date as follows: (i) that the execution, delivery and performance of this Agreement by it will not violate, or result in a breach of, or constitute a default under, any agreement, instrument, judgment, order or decree to which it is a party or to which it is subject; (ii) that it has the legal capacity and power and authority to execute and deliver this Agreement and any other related agreements and instruments delivered in connection herewith; (iii) that no further proceedings or actions are necessary to authorize the execution and delivery of this Agreement or the performance by the Company of its obligations hereunder; and (iv) that this Agreement constitutes the legal and binding obligation of the Company, enforceable against it in accordance with these terms.
Representations, Warranties of the Company. (a) The Company has represented that it is entitled to transfer the right, title and interest in the Apartment, constructed or to be constructed thereon by way of sale, lease, conveyance, mortgage, and/or handing over possession including but not limited to executing all documents such as sale letters, Sale Deed/Conveyance Deed, etc. in favour of the intending purchasers/Allottee(s).
(b) The Company has represented and the Allottee(s) has specifically agreed and acknowledged that the performance by the Company, of its obligation under this Agreement is contingent upon the approvals being obtained/maintained and remaining valid and any subsequent amendments, additions, alterations and modifications in the building plan(s), as may be made by or at instance of the relevant authorities and/or the Company and approved by the DTCP/DTP, from time to time.
(c) The Company herein represents and warrants that it is competent to execute this Buyer's Agreement.
Representations, Warranties of the Company. The Company hereby represents and warrants to Holdings that:
Representations, Warranties of the Company. ﻞﻴﻤﻌﻟا تﺎﻣﻮﻠﻌﻣ ﻊﻴﻤﺟ ﻊﻣ ﻞﻣﺎﻌﺘﻟا ﺔﻛﺮﺸﻟا ﻰﻠﻋ ﻦﻴﻌﺘﻳ .(ً ﻼﻴﻤﻋ ﺪﻌﻳ ﻢﻟ اذإ ﻰﺘﺣ) ﺔﻳﺮﺳو ﺔﺻﺎﺧ تﺎﻣﻮﻠﻌﻣ ﺎﻬﻧأ ﻰﻠﻋ 1. The Company represents and warrants that it is a Company registered with SCA and authorized to provide the Services.
Representations, Warranties of the Company. The Company represents and warrants the following: Three Rivers Business Consulting, LLC. – Independent Contractor Agreement
a. The Company is a corporation, validly formed and in good standing, under the laws of the state of its organization;
b. The undersigned signing on behalf of the Company has all requisite power and authority to enter into this Agreement and bind the Company hereto;
c. Any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Contractor for inclusion in the Scope of Work are owned by the Company, or that the Company has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Contractor and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Company;
d. To the best of the Company’s knowledge, the Company has not violated any rule or provision of any regulatory agency having jurisdiction over the Company;
e. To the best of the Company knowledge, the Company is not the subject of any investigation, claim, decree or judgment involving any violation of the Securities & Exchange Commission rules or federal or state securities laws; and
f. All oral communications, written documents or materials furnished to Contractor or the public by the Company with respect to financial affairs, operations, profitability and strategic planning of the Company are accurate in all material respects and Contractor may rely upon the accuracy thereof without independent investigation. The Company will indemnify and hold harmless Contractor against any claims or litigation including any damages, liability, cost and reasonable attorney's fees as incurred with respect thereto resulting from Contractor's communication or dissemination of any said information (so long as it has not been modified without the prior written consent of the Company), documents or materials excluding any such claims or litigation resulting from Contractor's communication or dissemination of information not provided or authorized by the Company.
Representations, Warranties of the Company. The Company represents, warrants and covenants to each Initial Purchaser as follows:
(a) When the Notes are issued and delivered pursuant to this Agreement, such Notes will not be of the same class (within the meaning of Rule 144A under the Act) as securities of the Company that are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or that are quoted in a United States automated inter-dealer quotation system.
(b) Neither the Company nor any of its Subsidiaries (as defined below) is, or after giving effect to the offering and sale of the Notes and upon application of the proceeds as described under the caption "Use of Proceeds" in the Offering Memorandum will be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
(c) Assuming that your representations and warranties in Section 3(b) are true, the purchase of the Notes by you pursuant to this Agreement and the resale of the Notes pursuant to the Exempt Resales is exempt from the registration requirements of the Act. No form of general solicitation or general advertising within the meaning of Regulation D (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Company or any of its representatives (other than you, as to whom the Company makes no representation) in connection with the offer and sale of the Notes.
(d) No form of general solicitation or general advertising was used by the Company or any of its representatives (other than you, as to whom the Company makes no representation) with respect to Notes sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Act), by means of any directed selling efforts within the meaning of Rule 902 under the Act, and the Company, any affiliate of the Company and any person acting on its or their behalf (other than you, as to whom the Company makes no representation) has complied with and will implement the "offering restrictions" required by Rule 902.
(e) Set forth on Exhibit B hereto is a list of each "employee pension benefit plan," as defined in Section 3(2) of the Employee Retirement Income Security Ac...
