No Qualification Sample Clauses

The "No Qualification" clause establishes that certain statements, representations, or obligations are made without any limitations, exceptions, or conditions. In practice, this means that the party making the statement is not allowed to add caveats or restrict the scope of their commitment; for example, a warranty given under this clause must be absolute and unqualified. The core function of this clause is to ensure clarity and certainty by preventing parties from diluting their responsibilities or obligations through qualifications, thereby reducing ambiguity and potential disputes.
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No Qualification. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT, IF NOT YET QUALIFIED WITH THE CALIFORNIA CORPORATIONS COMMISSIONER, IS SUBJECT TO SUCH QUALIFICATION OR AN EXEMPTION BEING AVAILABLE, AND THE ISSUANCE OF SUCH SECURITIES, OR THE RECEIPT OF ANY PART OF THE CONSIDERATION PRIOR TO SUCH QUALIFICATION IS UNLAWFUL. THE RIGHTS OF THE PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE.
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No Qualification. The Investor understands and acknowledges that (i) none of the Shares have been qualified by a prospectus or registration statement or otherwise qualified for sale under the securities laws of any jurisdiction; (ii) absent an exemption from registration or prospectus requirements of applicable Federal and State securities laws of the United States of America, the issuance and sale of the Shares would require the involvement of a registered dealer and the filing of a prospectus and registration statement (if applicable); (iii) the Company is and will be issuing such securities in reliance upon exemptions from the registration and prospectus requirements of such securities laws; and (iv) the availability of such exemptions depends upon, among other things, the Investor's representations, warranties and agreements contained in this Agreement, including, without limitation, the bona fide nature of the investment intent as expressed herein. The Investor further understands and acknowledges that the Company, subject to its obligations under Section 8 hereof, is under no obligation to register or qualify the Shares under any applicable securities law, or to comply with any exemptions under any applicable securities law in connection with any resale of such Shares.
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No Qualification. THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER COUNTRY, STATE OR PROVINCE, IN RELIANCE UPON CERTAIN EXEMPTIONS FORM SUCH QUALIFICATION OR REGISTRATION TO THE EXTENT APPLICABLE. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENSE. AS A RESULT, THIS OFFERING WILL NOT BE REVIEWED OR APPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES REGULATORY AGENCY.
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No Qualification. Articles 200, 201 and 210 paragraph 1 and 2 of the Swiss Code or Obligations are hereby expressly waived and replaced by the rules set out herein.
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No Qualification. The provisions of this Section 9.4 shall not in any way limit or qualify the obligations of Fresenius under Section 9.9.
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No Qualification. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT, IF NOT YET QUALIFIED WITH THE DELAWARE CORPORATION COMMISSIONER, IS SUBJECT TO SUCH QUALIFICATION OR AN EXEMPTION BEING AVAILABLE, AND THE ISSUANCE OF SUCH SECURITIES, OR THE RECEIPT OF ANY PART OF THE CONSIDERATION PRIOR TO SUCH QUALIFICATION IS UNLAWFUL. THE RIGHTS OF THE PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE.
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No Qualification. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
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No Qualification. Purchaser understands that the Shares have not been qualified under General Corporation Law. Purchaser understands that the Company is relying on Purchaser's representations and warrants that the Company is entitled to rely on such representations and that such reliance is reasonable.
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No Qualification. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF DELAWARE OR ANY OTHER STATE, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION PURSUANT TO THE LAWS OF THE STATE OF DELAWARE OR THE LAWS OF ANY STATE IN WHICH SUCH SALE OF SECURITIES OCCURS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
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Related to No Qualification

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Due Qualification Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

  • STAFF QUALIFICATIONS a) CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 5 of the California Code of Regulations sections 3064 and 3065. b) Only those NPS/A located outside of California that employ staff that hold a current valid credential or license to render special education and related services as required by that state shall be eligible to be certified. NPA/NPS staff shall be required to hold credentials and licenses within the state where they are providing services regardless of where the agency is located. c) When CONTRACTOR is a nonpublic school, NPS, an appropriately qualified person shall serve as curricular and instructional leader, and be able to provide leadership, oversight and professional development. The administrator of the NPS holds or is in the process of obtaining one of the following: (A) An administrative credential granted by an accredited postsecondary educational institution and two years of experience with pupils with disabilities.

  • Foreign Qualification The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

  • Required Qualifications At all times during the term of the Contract, Vendor shall have available, under direct employment and supervision and/or subcontract agreement fully incorporating the terms and conditions of the Contract Documents, the required qualified and properly licensed (as applicable) personnel to properly fulfill all the terms and conditions of the Contract.