Company’s Representation and Warranty Sample Clauses

Company’s Representation and Warranty. The Company declares that it has not been served with any precautionary or executive warrant over the Shares being transferred.
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Company’s Representation and Warranty. The Company represents and warrants to Sema that (a) the Company has taken all necessary corporate and other action to authorize the grant of the Option and has reserved from its authorized but unissued shares the maximum number of shares the Company may be required to issue upon exercise of the Option and (b) when Option Shares are issued upon exercise of the Option, they will be duly authorized, validly issued, fully paid and non-assessable shares of Company Common Stock, and will not be subject to any liens, encumbrances, pre-emptive rights or claims of any persons.
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Company’s Representation and Warranty. All necessary action has been taken to authorize execution and delivery hereof by the Company and its consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement are not in violation of the Company's governing documents or any other document to which it is a party or bound, nor do they require the consent or approval of any party that has not been obtained.
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Company’s Representation and Warranty. Company represents and warrants that it is not aware and does not assert that Employee has committed any of the following: (1) fraud, misappropriation, embezzlement or acts of similar dishonesty; (2) conviction of a crime (other than a minor traffic offense); (3) illegal use of drugs or excessive use of alcohol in the workplace; (4) intentional and willful misconduct that could be likely to subject the Company to criminal or civil liability; (5) breached his duty of loyalty to the Company or diverted or usurped a corporate opportunity properly belonging to the Company; or (6) engaged in persistent and gross neglect of duties while a director, officer or employee of the Company.
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Related to Company’s Representation and Warranty

  • Company’s Representations and Warranties In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

  • The Company’s Representations and Warranties (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

  • Accuracy of the Company’s Representations and Warranties Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES Distributor represents and warrants that:

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Servicer’s Representations and Warranties The Servicer represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

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