Companies Representations Sample Clauses

Companies Representations. The Companies represent and warrant to the Executive that as of the date hereof there are no legal impediments on their performance of their obligations under the Agreement and that neither the entering into of this Agreement nor the performing of their obligations hereunder will violate any agreement in which they are a party as the date hereof or any other legal restriction. 11
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Companies Representations. Holdings and Catalent each represent to Executive that (i) the execution, delivery and performance of this Agreement including its Exhibits, by each of them has been fully and validly authorized by all necessary corporate actions, (ii) the officer signing this Agreement on behalf of each of them is duly authorized to do so, and (iii) upon execution and delivery of this Agreement by the Parties, it shall be a valid and binding obligation of each of Holdings and Catalent enforceable against each of them in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
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Companies Representations. Each Company represents that it (i) has carefully read this entire Agreement; (ii) has been advised by Xxxxx Xxxxxx to consult with independent counsel of its choice concerning this Agreement and the meaning and significance thereof and has been afforded a reasonable period of time to do so; (iii) understands the contents hereof; and (iv) has entered into this Agreement voluntarily.
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Companies Representations. Each Company hereby represents and warrants to the Executive that (a) it has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and (b) the execution and delivery of this Agreement by each Company has been duly and validly authorized by all necessary corporate action. The Parent also agrees to use reasonable best efforts to maintain an effective Registration Statement on Form S-8 (or any similar successor form) covering the issuance to the Executive of (i) the shares of the Parent's common stock upon the exercise of the option referred to in Section 4.05 (the "Option Shares") and (ii) the shares of restricted common stock of the Parent referred to in Section 4.05 and Section 4.06 (together with the Option Shares, the "Shares"). Parent hereby represents and warrants that, on the date hereof, the Shares are registered under the Securities Act of 1933, as amended, on a currently effective Form S-8 Registration Statement.
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Companies Representations. Company represents and warrants that he/she has the right to Rent the Equipment as provided in this Agreement and that Renter shall be entitled to quietly hold and possess the Equipment, and Company will not interfere with that right as long as Renter pays the Rent in a timely manner and performs all other obligations under this Agreement.
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Related to Companies 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:

  • VENDOR'S REPRESENTATIONS The Vendor's representations contained in this Agreement will be true.

  • Securities Representation The grant of the PSUs and issuance of Shares upon vesting of the PSUs shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the PSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Award Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

  • Company’s Representations The Company hereby represents and warrants to the Employee that (i) the execution, delivery and performance of this Agreement by the Company do not and shall not materially conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound and (ii) upon the execution and delivery of this Agreement by the Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

  • Applicants' Representations 1. Each of the Funds is registered under the 1940 Act as an open-end management investment company and was organized as a Massachusetts business trust. The Templeton Trust currently consists of eight separate series, and the VIP Trust consists of twenty-five separate series. Each Fund's Declaration of Trust permits the Trustees to create additional series of shares at any time. The Funds currently serve as the underlying investment medium for variable annuity contracts and variable life insurance policies issued by various insurance companies. The Funds have entered into investment management agreements with certain investment managers ("Investment Managers") directly or indirectly owned by Franklin Resources, Inc. ("Resources"), a publicly owned company engaged in the financial services industry through its subsidiaries.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Depositor's Representations Depositor represents as follows:

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

  • Manager's Representations The Manager represents and warrants that (i) it is registered as an investment adviser under the Investment Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisers Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) it has the authority to enter into and perform the services contemplated by this Agreement, and (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • 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:

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