Security Representations Sample Clauses

Security Representations. (a) The Company has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks involved in an investment in the Parent Common Stock, if any, issued to the Company (or its designees) pursuant to this Agreement. (b) Except as set forth in this Agreement, no representations or warranties have been made to the Seller Parties by Buyer or Parent, or any Agent of Buyer or Parent; and in entering into this transaction the Seller Parties are not relying upon any information other than any document filed by Parent with the SEC, this Agreement and the results of independent investigations, if any, by the Seller Parties. (c) The Company is acquiring any Parent Common Stock, if any, issued to the Company pursuant to this Agreement for investment purposes only, solely for the account of the Company (and not as a nominee or agent), and not with a view towards the resale or public distribution of any part thereof, and the Company has no present intention of selling, granting any participation in, or otherwise distributing the same. (d) The Company is familiar with Rule 144 of the Securities Act and understands the resale limitations imposed thereby; the Company understands that (i) any shares of Parent Common Stock issued to the Company pursuant to this Agreement will not be registered under the Securities Act or the securities laws of any state, and the issuance of such Parent Common Stock will be based upon an exemption from such registration requirements for non-public offerings pursuant to the Securities Act and applicable state securities laws; (ii) the Parent Common Stock may not be sold or otherwise transferred unless it has been first registered under the Securities Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; (iii) except as set forth in the Registration Rights Agreement, Parent is under no obligation to register the Parent Common Stock under the Securities Act or any state securities laws, or to take any action to make any exemption from any such registration provisions available; (iv) the certificates for the Parent Common Stock will bear a legend to the effect that the transfer of the securities represented thereby is subject to the provisions hereof; and (v) stop transfer instructions will be placed with the transfer agent, if any, for the Parent Common Stock. (e) The Company will not sell or ...
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Security Representations. (ix) Any Security created by such Seller under any Common Issuer Security Document or Issuer Security Document prior to any request to amend this Agreement to increase the Maximum Senior Funding Amount pursuant to Article 22 or any request to increase the Purchase Price of any Future Advance Purchased Asset pursuant to Article 3(h) (each an “Increase Request”) shall secure and continue for the payment of the discharge of all obligations under this Agreement and any other Transaction Document including, without limitation, all present and future monies, obligations and liabilities owed by any Seller to any Purchaser (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) under or in connection with this Agreement or any other Transaction Document (including, without limitation, any obligations arising from any Transaction, any Increase Request and any amendment and/or restatement of this Agreement). (x) The obligations of such Seller arising under any Increase Notice and/or any amendment and/or restatement of this Agreement shall be included in the amounts due and owing by the applicable Seller to the applicable Purchaser pursuant to the terms of this Agreement and the Transaction Documents. (xi) Each Security created by such Seller under any Common Issuer Security Document or Issuer Security Document entered into by it shall continue in full force and effect notwithstanding the any Increase Notice and/or any amendment and/or restatement of this Agreement. (xii) Each applicable Common Issuer Security Document and Issuer Security Document was entered into by such Seller with a view to securing all of such Seller's present and future obligations to each applicable Purchaser under this Agreement and the other Transaction Documents. (xiii) Each applicable Common Issuer Security Document and Issuer Security Documents entered into by such Seller shall continue in full force and effect at all times and in all respects and each such Common Issuer Security Document and Issuer Security Document and the representations and warranties set forth in this Article 10(nn) shall be read and construed together at all times.
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Security Representations. The Chargor represents and warrants to the Chargee on the date of this Deed that this Security is made with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) Act 1994 but in each case so that the covenants implied by the Law of Property (Miscellaneous Provisions) Act 1994 in relation to such assignment are construed with the omission of: (a) the words "other than any charges, encumbrances or rights which that person does not and could not reasonably be expected to know about" in section 3(1) of the Law of Property (Miscellaneous Provisions) Act 1994; (b) the words "except to the extent that" and all the words thereafter in section 3(2) of the Law of Property (Miscellaneous Provisions) Act 1994; and (c) section 6(2) of the Law of Property (Miscellaneous Provisions) Act 1994.
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Security Representations. (a) Each of X. Xxxxxxx, Xxxxx and Xxxx represents and warrants as to any stock or security of Buyer, he will or may acquire that (i) he is aware that stock and securities of Buyer issued to him will not be registered under the Securities Act of 1933, as amended ("Securities Act") -------------- or the securities laws of any state, in reliance upon certain exemptions from registration, (ii) he will be acquiring such stock or securities solely for his account and not for the account of an other person, (iii) he will not be investing with the present intent of reselling, transferring or subdividing all or any portion of such stock or securities to any other person, (iv) he has adequate means of providing for current financial need and possible contingencies exclusive of any such investment, (v) such investment will be immaterial in relation to his net worth and anticipated earnings and (vi) he is an "accredited investor" pursuant to Regulation D promulgated by the Securities Exchange Commission pursuant to the Securities Act ("Regulation D"). ------------ (b) Buyer represents and warrants as to any stock or security of TEA, TeleStructures or TeleShare, it will or may acquire that (i) it is aware that stock and securities of such entities issued to it will not be registered under the Securities Act or the securities laws of any state, in reliance upon certain exemptions from registration, (ii) it will be acquiring such stock or securities solely for its account and not for the account of an other person, (iii) it will not be investing with the present intent of reselling, transferring or subdividing all or any portion of such stock or securities to any other person, (iv) it has adequate means of providing for current financial needs and possible contingencies exclusive of any such investment, (v) such investment will be immaterial in relation to its net worth and anticipated earnings and (vi) it is an "accredited investor" pursuant to Regulation D.
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Security Representations 
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Related to Security Representations

  • Securities Representations This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 10. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”). (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Contractor Representations Contractor represents and warrants to Subcontractor as follows: (a) Contractor (i) is duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, (ii) has the power and authority to own its properties and to carry on business as now being conducted, and (iii) has the power to execute and deliver this Subcontract; (b) The execution and performance by Contractor of the terms and provisions of this Subcontract by Contractor have been duly authorized by all requisite action, and neither the execution nor the performance of this Subcontract will violate any provision of law, any order of any court or other agency of government, the organizational documents of Contractor or any indenture, agreement or other instrument to which Contractor is a party, or by which Contractor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Subcontract, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Contractor pursuant to, any such indenture agreement or instrument; (c) Contractor has obtained all licenses, permits and approvals required to perform the Services to be provided by Contractor under the Prime Contract; and (d) Contractor is not under suspension or debarment by the Commonwealth or any other governmental entity, instrumentality or authority.

  • Fair Representation MSEA-SEIU acknowledges its statutory responsibility to represent and handle grievances for all employees within the bargaining unit. The State shall not be responsible for actions taken or not taken by MSEA-SEIU with respect to its responsibility to provide fair representation.

  • Other Representations The representations and warranties contained in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of each Trust Supplement are true, complete and correct as of the Closing Date.

  • Investigation; No Other Representations (a) Each of the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have conducted their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as the Company Parties and their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a party, the Company Parties have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

  • Representations, Warranties and Covenants of the Securities Intermediary The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that: (a) Each Securities Account has been established as set forth in Section 2.01 and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders of such Person. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.03.

  • Issuer Representations and Warranties The Issuer represents and warrants that at the time of the signing of this Agreement and at the time of each closing of the Offering: a. it is duly organized, validly existing and in good standing in the state in which it is incorporated with the power to own its properties and to conduct its business as described in the Offering Materials; b. it is in good standing in each other jurisdiction in which the conduct of its business or ownership or leasing of its properties requires it to be so qualified or licensed, except whether the failure to be so qualified or licensed would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) or prospects of the Issuer taken as a whole; c. the Issuer incorporates Section 3(b) above into this Section; d. this Agreement has been duly authorized, executed, and delivered on behalf of the Issuer, and is the valid, binding and obligation of the Issuer, enforceable in accordance with its terms; e. no authorization, approval, consent, or license of any regulatory body or authority is required for the valid authorization, sale or delivery of the securities in the Offering, or, if so required, all authorizations, approvals, consents and licenses have been or will be obtained and will remain in full force and effect; f. the securities subject to the Offering will, when issued, sold and delivered in accordance with the terms of the Offering, be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under agreements with the Investors purchasing such securities and applicable state and federal securities laws; g. if conducted in accordance with the terms of the Offering Materials and this Agreement, the Offering is exempt from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and any applicable state requirements and is in compliance with all applicable rules and regulations under the Federal and any applicable State securities laws.

  • Correctness of Representations and Warranties The representations and warranties made by Purchaser in this Agreement to be made on or prior to the Agreement Date or Closing Date, as applicable, are true and correct in all material respects as of the date thereof.

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