REPRESENTS AND WARRANTS. Every contract has representations and warranties, which are basically the underlying matters or facts as they are being presented. When selling real estate, the seller represents themself to be the owner, who has the legal authority to sell the property. They warrant that the property is as they represent it to be.
REPRESENTS AND WARRANTS. A. That HUDSON Respiratory Care, Inc. is the parent company of the SUB-LESSEX xxx a corporation duly organized according to the laws of the State of California.
REPRESENTS AND WARRANTS to the Borrower and the Agent that the form so delivered is true and accurate and that, as of the effective date of the applicable Assignment and Acceptance, each of such Purchasing Lender's lending offices is entitled to receive payments of principal and interest under or in respect of this Agreement without withholding or deduction for or on account of any taxes imposed by the U.S. Federal government;
REPRESENTS AND WARRANTS. Read for understanding and ability to explain to the Seller(s)
REPRESENTS AND WARRANTS. The Borrower represents and warrants that it has power or capacity to execute, deliver and perform the terms of this Letter of Set-Off; it is the sole absolute and beneficial owner of all the Fixed Deposits free from any Security Interest and this Letter of Set-Off constitutes legal, valid and binding obligation on the Borrower enforceable in accordance with its terms and that all authorisations approvals, consents, licences, exemptions, filings, registrations, notarisations and other requirements of governmental, judicial and public bodies and authorities required or advisable in connection with the entry into, performance, validity and enforceability of this Letter of Set-Off and the transactions contemplated thereby have been obtained or effected and are in full force and effect and will be maintained by the Borrower at all times.


  • Options and Warrants (a) As of the Effective Time, all Options, whether vested or unvested, and the Option Plan, insofar as it relates to Options outstanding under such Plan as of the Closing, shall be assumed by the Buyer. Immediately after the Effective Time, each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Option at the Effective Time, such number of Buyer Common Shares as is equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) (each such Option an "Assumed Option"). The exercise price per share of each Assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (rounded up to the nearest whole cent). The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all of the other terms of the Options shall otherwise remain unchanged, except as provided in Section 1.11(f) below, and except that by virtue of the Merger each Option shall be amended to the extent set forth in Section 4 of the Indemnification Escrow Agreement with respect to the deposit of Indemnification Escrow Shares and the forfeiture of unexercised portions of any Assumed Options.

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Representations and Warranties of the Selling Stockholder The Selling Stockholder represents and warrants to each Underwriter and the Company that:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

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