Transferor Representations Sample Clauses

Transferor Representations. Transferor represents and warrants (a) that it has the full power and authority to enter into this IPAL Agreement; and (b) that to the best of its knowledge, information and belief, Transferor has not and will not intentionally and knowingly enter into any agreement with another party which is inconsistent or in derogation or conflict with this IPAL Agreement in any respect, whether written or oral. Except for the foregoing, Transferor makes no other representation or warranties. Transferor agrees to indemnify and hold harmless Marlborough against and from any and all claims, suits, damages, costs and expenses (including reasonable attorney fees) based upon or resulting from any claim by any other person, firm, corporation or other entity arising out of the breach by Transferor of any of the foregoing warranties and representations as recited in this Section 4.6; provided that Transferor shall be provided notice of such claim or suit, that Marlborough shall have sole authority to defend or settle any third party claim or suit, and Transferor shall fully cooperate with Marlborough in the defense or settlement of such third party claim or suit. The foregoing representations and warranties shall survive the termination of this IPAL Agreement.
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Transferor Representations. (a) Each Transferor is the lawful owner, of record and beneficially, of the Transferred Shares listed adjacent to his name on Exhibit A and has good and valid title thereto, free and clear of all liens, encumbrances, options, charges, equities and claims of any kind whatsoever (“Encumbrances”), and each Transferor has full right and legal capacity to transfer and sell the Transferred Shares to Buyer under the terms and conditions contained herein. Buyer will own legal and equitable title to the Transferred Shares, free and clear of all Encumbrances of any kind (except, for the avoidance of doubt, the Option). (b) The execution, delivery and performance of this Agreement by each Transferor do not, and the consummation by Transferors of the transactions contemplated hereby and thereby will not: (i) conflict with or violate the governing documents of the Company or HBH; (ii) conflict with or violate any laws applicable to any of Transferors or Company or by which any of their respective properties is bound or affected, or give any governmental authority or other person the right to challenge the purchase of the Transferred Shares or any of the transactions contemplated hereunder; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on the Transferred Shares or any assets or properties of Company pursuant to any contract to which any of Company or Transferors is a party, or by which any of Company, Transferors or their respective properties are bound or affected; or (iv) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental authority or other third party. No Person (other than Transferor with respect to the Option) has any agreement, option or any rights capable of becoming an agreement or option for the acquisition of the Transferred Shares or any assets or properties of Company.
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Transferor Representations. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the company, the undersigned confirms that such Notes are being transferred: (1) [ ] to the Company or any subsidiary thereof (attach Restricted Transfer Certificate), (2) [ ] to a qualified institutional buyer in compliance with Rule 144A (attach Rule 144A Transfer Certificate), (3) [ ] outside the United States in compliance with Rule 904 under the Securities Act (attach Regulation S Transfer Certificate), (4) [ ] pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) (attach Restricted Transfer Certificate), (5) [ ] to an institutional "accredited investor" (as defined in rule 501(a)(1), (2), (3), or (7) under the Securities Act (attach Accredited Investor Letter), (6) [ ] in accordance with another exemption from the registration requirements of the Securities Act (attach legal opinion), or (7) [ ] pursuant to an effective registration statement under the Securities Act. CHECK IF APPLICABLE (A) The undersigned represents and warrants that it is, or at some time during which it held this Security was, an Affiliate of the Company. (B) If (A) above is checked and if the undersigned was not an Affiliate of the Company at all times during which it held this Note, indicate the periods during which the undersigned was an Affiliate of the Company: (C) If (A) above is checked and if the Transferee will not pay the full purchase price for the transfer of this Note on or prior to the date of transfer, indicate when such purchase price will be paid:
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Transferor Representations. (a) If the Transferor is not a natural person, the Transferor (i) is duly organized, validly existing and in good standing under the laws of the state of its formation and (ii) has all necessary power and corporate authority to carry on its business, and to own or use the properties and assets that it purports to own or use. (b) Each Transferor has all requisite power and authority, and has taken all action necessary, to execute and deliver this Agreement and each other Ancillary Document to which it is a party and to perform its obligations hereunder and thereunder. This Agreement and each other Ancillary Document to which each Transferor is a party has been duly authorized, executed and delivered by the relevant Transferor, and this Agreement constitutes, and each other Ancillary Document to which the relevant Transferor is or will be a party when so executed and delivered will constitute, the legal, valid and binding obligations of the relevant Transferor, enforceable against the relevant Transferor in accordance with their terms. (c) Each Transferor is the record and beneficial owner of, and has good and valid title to, the Company Common Shares set forth next to that Transferor’s name on Schedule A, free and clear of all Liens, and such Company Common Shares comprise the entire issued share capital of the Company. No Transferor is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any of Company Common Shares (other than this Agreement). No Transferor has any other debt or ownership interest in any Group Company. Other than this Agreement, the Company Common Shares are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the voting, dividend rights or other disposition of the Company Common Shares. (d) The execution and delivery by each Transferor of this Agreement and each other Ancillary Document, and the performance by it of any actions contemplated hereunder or thereunder, does not and will not, directly or indirectly (with or without notice or lapse of time or both): (i) conflict with or violate any provision of the Governing Documents of the Transferor (if Transferor is not a natural person); (ii) require notice, consent or approval under, conflict with, violate, result in a breach of, result in the acceleration of obligations, loss of a benefit or increase in Liabilities or fees under, create in any Person the rig...
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Transferor Representations. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the company, the undersigned confirms that such Notes are being transferred:
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Transferor Representations. Subject to Section 1(d), the Transferor represents and warrants to the Transferee, as of the date hereof and as of the Closing Date, as follows: (a) The Transferor is duly organized and validly existing under the laws of Delaware. This Agreement has been duly executed and delivered by the Transferor and constitutes a legal, valid and binding obligation of the Transferor enforceable against the Transferor, in accordance with its terms, subject to the Enforceability Exceptions (as defined in the Merger Agreement). (b) The Transferor has all requisite entity power and authority to enter into this Agreement and to assign the Transferred Interests to the Transferee. The execution and delivery of this Agreement by the Transferor and the consummation of transactions hereunder by the Transferor do not conflict with, violate any of the terms and provisions of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or obligation to which the Transferor is a party or by which any of its properties are bound, the Transferor’s constituent documents or other documents or any law, statute, regulation, decree, judgment, license, order agreement or other restriction applicable to the Transferor. (c) Subject to any transfer restrictions in the Partnership Agreement or arising under U.S. federal or state securities laws, the Transferor owns all right, title and interest in and to the Transferred Interests, free and clear of all claims, liens, pledges, charges, security interests, encumbrances, or rights of any nature of any third party. (d) Schedule A sets forth the capital account balances with respect to the Transferred Interests as of the date hereof. There have been no distributions to the Transferor from the Partnership that are returnable to the Partnership under the terms of the Partnership Agreement or provision of applicable law. (e) The Transferor has not waived any of its rights under the Partnership Agreement or the LLC Agreement which has or would adversely affect the Transferred Interests. The Transferor is not in breach of the Partnership Agreement or the LLC Agreement. (f) The Transferor has received all payments, distributions and other amounts it is entitled to receive from the each of the Partnership and the GP. (g) Neither the Existing GA Owners (as defined in the Tax Receivable Agreements) nor the Transferor has any rights to receive payments in respect of the Co...
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Transferor Representations. Each of the Transferors will cause a counterpart copy of this Agreement to be signed for purposes of representing and warranting that the shares of BBJ capital stock being sold by him, her or it are owned of record and beneficially by that Transferor, and are being sold free and clear of any lien, claim, charge, encumbrance, equity, proxy of any kind or other agreement.
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Transferor Representations. Each Transferor, solely on his own behalf, represents and warrants to the Company: (i) that at all times prior to the transfer thereof to the Company, he was the lawful record and beneficial owner of the Shares free and clear of all liens, claims, encumbrances or restrictions of any kind, other than (x) restrictions under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and/or any other applicable federal or state securities laws, and (y) the restrictions described in the “Registration Statement” (as that term is hereinafter defined); (ii) that he has all necessary power and authority to enter into and execute and deliver this Agreement, and this Agreement constitutes a valid and binding obligation of the Transferor, assuming the valid execution and delivery hereof by the Company; and (iii) that upon the execution hereof, the Company will acquire valid title to, and undisputed record and beneficial ownership of, the Shares, free and clear of any liens, claims, encumbrances or restrictions of any nature whatsoever other than restrictions imposed by (x) the Securities Act and/or any other applicable securities laws, and (y) restrictions described in the Registration Statement.
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Transferor Representations. Each of the Transferors will cause a counterpart copy of this Agreement to be signed for purposes of representing and warranting that the shares of Bible Common Stock being sold by him, her or it are owned of record and beneficially by that Transferor, and are being sold free and clear of any lien, claim, charge, encumbrance, equity, or proxy of any kind.
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Related to Transferor Representations

  • Investor Representations This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

  • Servicer Representations and Warranties The Servicer represents and warrants, as of the date of this Agreement and, except as otherwise provided, throughout the term of this Agreement, that the statements set forth below in this Section 5.2 are true and accurate. Relative to the Servicer:

  • 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:

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Adviser copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Sub-Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Sub-Adviser, enforceable against the Sub-Adviser 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.

  • The Adviser’s Representations The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser 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.

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