REPRESENTATIONS OF USFLORAL AND NEWCO Sample Clauses

REPRESENTATIONS OF USFLORAL AND NEWCO. To induce the Company and the Stockholders to enter into this Agreement and consummate the transactions contemplated hereby, each of USFloral and Newco represents and warrants to the Company and the Stockholders as follows:
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
REPRESENTATIONS OF USFLORAL AND NEWCO. As of the date hereof and as of each of the Closing Date and the Merger Effective Date, USFLORAL and NEWCO, jointly and severally, represent to STOCKHOLDERS as follows:
Sample 1
REPRESENTATIONS OF USFLORAL AND NEWCO. 29 6.1 Due Organization............................................... 29 6.2 USFloral Common Stock.......................................... 29 6.3 Authorization; Validity of Obligations......................... 30 6.4
Sample 1
REPRESENTATIONS OF USFLORAL AND NEWCO. As of the date hereof and as of each of the Closing Date and the Merger Effective Date, USFloral and Newco, jointly and severally, represent and as follows.
Sample 1
REPRESENTATIONS OF USFLORAL AND NEWCO. 17 7.1 Due Organization..................................................................17 7.2
Sample 1
REPRESENTATIONS OF USFLORAL AND NEWCO. As of the date hereof and as of each of the Closing Date and the Merger Effective Date, USFLORAL and NEWCO, jointly and severally, represent and warrant to the STOCKHOLDER and the COMPANY as follows.
Sample 1
REPRESENTATIONS OF USFLORAL AND NEWCO. As of the date hereof and as of each of the Closing Date and the Merger Effective Date, USFloral and Newco, jointly and severally, represent and warrant to the Company and the Stockholder as follows. 7.1
Sample 1
AutoNDA by SimpleDocs

Related to REPRESENTATIONS OF USFLORAL AND NEWCO

  • Representations of GFS GFS represents and warrants to the Trust that:

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • Representations and Understandings The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings:

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 15 is signed and as of the Effective Date of this Contract Amendment No. 15:

  • 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 the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

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

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

Time is Money Join Law Insider Premium to draft better contracts faster.