Effective Date Representations Sample Clauses

Effective Date Representations. Targacept shall conduct its business, including with respect to Ispronicline, in the ordinary course, consistent with past practices, during the period from the Execution Date until the Effective Date. Each Party shall use its reasonable efforts to ensure that its representations and warranties set forth in this Agreement remain true and correct at and as of the Effective Date as if such representations and warranties were made at and as of the Effective Date.
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Effective Date Representations a. Dealer is duly organized or created, validly existing and in good standing under the Laws of the State where it was organized or created and, if such state is not the state in which Dealer’s motor vehicle business is located (the “Business State”), Dealer is qualified as a foreign entity in good standing in the Business State. Dealer has the power and authority to own its assets and to carry on its motor vehicle business. b. Dealer has the power and authority to execute and deliver this Agreement, each Assigned Contract, the related Required Documents and each Assignment and to perform all of its obligations hereunder and thereunder. This Agreement, the Required Documents, each Assignment and each of the other documents executed by the Dealer in connection herewith and therewith (collectively, the “Applicable Documents”) constitute the valid and legally binding agreements of Dealer, enforceable against Dealer in accordance with its terms. c. Neither Dealer’s execution, delivery or performance of any of the Applicable Documents, nor the consummation of the transactions contemplated thereby: (a) constitutes a violation under (either immediately, upon notice or upon lapse of time) Dealer’s formation or governing documents, any provision of any agreement or contract to which Dealer or any of its assets may be bound, any judgment to which Dealer is bound or any Law; or (b) will or could result in the creation or imposition of any lien or encumbrance upon any of Dealer’s assets; or (c) will or could result in the loss or adverse modification of, or the imposition of any fine or penalty with respect to, any license granted or issued to, or otherwise held by, or for the use of, Dealer. d. All copies of the information provided by Dealer was, is and will be true, correct and complete copies of that information. e. Upon Dealer’s execution and delivery of this Agreement, Dealer shall not be in default of any of its obligations under the Agreement, without giving effect to any required notice and/or cure periods. f. Dealer has all licenses and authorizations required to enter into and enforce the Contracts and engage in any other activities related to this Agreement.
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Effective Date Representations. All Merger Agreement Representations and Specified Representations shall be true and correct on and as of the Effective Date as if made on and as of such date.
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Related to Effective Date Representations

  • 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:

  • Scope of Representation The scope of representation shall be limited to matters relating to wages, hours of employment and other terms and conditions of employment as defined under the Education Employment Relations Act.

  • Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

  • Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.

  • Schedule of Representations The representations and warranties set forth on the Schedule of Representations with respect to the Receivables as of the date hereof, and as of the Closing Date, are true and correct.