Representations of the Representative Sample Clauses

Representations of the Representative. (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this Agreement and the Escrow Agreement.
Sample 1
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Representations of the Representative. The Representative represents and warrants to Parent and Merger Sub as follows:
Sample 1
Representations of the Representative. The Representative makes the following representations and warranties to the Franchisor, which will be true and correct upon the Agreement Date and throughout the Term:
Sample 1
Representations of the Representative. The Representative ------------------------------------- represents and warrants as follows: The Representative is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All necessary action, corporate or otherwise, required to have been taken by or on behalf of the Representative by applicable Law, its charter documents or otherwise, or required to have been taken by Holders of Registrable Securities, to authorize (i) the approval, execution and delivery by the Representative, as agent for the Holders of Registrable Securities, of this Agreement and (ii) the performance by the Representative of its obligations under this Agreement, has been taken. Each Holder of Registrable Securities has duly appointed the Representative as his, her or its agent and has duly authorized the Representative to execute this Agreement and to deliver it to the Company on his, her or its behalf. This Agreement constitutes a valid and binding agreement of the Representative and each of the Holders of Registrable Securities, enforceable against the Representative and each such Holder in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, including without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers, and (ii) for the limitations imposed by general principles of equity.
Sample 1

Related to Representations of the Representative

  • Representations of the Purchasers Each of the Purchasers severally represents and warrants to the Company as follows:

  • REPRESENTATIONS OF THE PLACEMENT AGENT The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

  • Representations of the Underwriters (a) Each Underwriter, severally, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that is sponsored by such Underwriter or an Affiliate of such Underwriter and that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Bank.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of the Manager The Manager represents, warrants and agrees that:

  • REPRESENTATIONS OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

  • Representations of the Adviser The Adviser represents, warrants and agrees that:

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

  • REPRESENTATIONS OF MANAGER The Manager represents, warrants and agrees that:

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