Representations and Warranties of Saxon Clause Examples

The "Representations and Warranties of Saxon" clause sets out the specific statements of fact and assurances that Saxon makes to the other party in the agreement. These may include confirmations about Saxon's legal authority to enter into the contract, the accuracy of its financial statements, or the absence of undisclosed liabilities. By clearly outlining these representations and warranties, the clause provides a basis for the other party to rely on Saxon's disclosures and offers a mechanism for recourse if any statements prove to be false or misleading.
Representations and Warranties of Saxon. Saxon hereby represents and warrants to the Trustee and the Master Servicer that as of the Closing Date or as of such other date specifically provided herein: (a) Saxon has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the Commonwealth of Virginia with full power and authority (corporate and other) to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Trust Agreement, and has duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases any material properties, except where the failure so to qualify would not have a material adverse effect on Saxon; (b) The Trust Agreement, assuming due authorization, execution and delivery by the Trustee and the Master Servicer, constitutes a legal, valid and binding agreement of Saxon, enforceable against Saxon in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (c) Neither the execution and delivery by Saxon of the Trust Agreement, nor the consummation by Saxon of the transactions therein contemplated, nor compliance by Saxon with the provisions thereof, will (i) conflict with or result in a breach of, or constitute a default under, any of the provisions of the articles of incorporation or by-laws of Saxon or any law, governmental rule or regulation or any judgment, decree or order binding on Saxon or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which Saxon is a party or by which it is bound or (ii) result in the creation or imposition of any lien, charge, or encumbrance upon any of its properties pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument; (d) There are no actions, suits or proceedings against, or investigations of, Saxon pending, or, to the knowledge of Saxon, threatened, before any court, administrative agency or other tribunal (i) asserting the invalidity of the Trust Agreement or (ii) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by the Trust Agreement; (e) As of the C...
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Related to Representations and Warranties of Saxon

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of ▇▇▇▇ XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ▇▇▇▇▇ Xxxxx hereby represents and warrants to Novartis, as of the Effective Date of this Agreement, as follows: (a) Xxxxx owns or has the lawful right to grant the License. (b) Xxxxx has received no notice of any Claim by any Third Party or any Xxxxx employee that (a) such Third Party or employee has any rights to the Xxxxx Intellectual Property or the Compound that prevent Xxxxx from granting to Novartis the License; Manufacture or Commercialization of the Compound within the Field as contemplated hereby infringes any Third Party rights; or (c) the Xxxxx Patents (to the extent representing issued Patents) are invalid or unenforceable. (c) Product supplied by Xxxxx hereunder (a) will meet the applicable Product Specifications for the intended use, (b) will not be adulterated or misbranded within the meaning of the Act, and (c) will be Manufactured in accordance with GMPs; provided, however, that Xxxxx may supply Product not Manufactured in accordance with GMPs if specifically intended for non-human testing and as agreed to in writing by Novartis. (d) Xxxxx has provided to Novartis a redacted text of the BMS License Agreement. None of the terms redacted from the BMS License Agreement impair, or have the ability to impair, Xxxxx’x ability to perform its obligations under this Agreement or Novartis’ rights under the License. Xxxxx has not received any notice or other communication from BMS regarding any breach by Xxxxx of its obligations under the BMS License Agreement. (e) Other than the BMS License Agreement, to Xxxxx’x knowledge as of the Effective Date, after reasonable inquiry of existing information reasonably available to Xxxxx, there are no other agreements to which Xxxxx is a Party or to which Xxxxx is subject which impair, or have the ability to impair, Xxxxx’x ability to perform its obligations under this Agreement or Novartis’ rights under the License. (f) To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no errors in the inventorship set forth in any of the Patent applications comprising Xxxxx Patents. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (g) To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), there is no litigation threatened, impending or existing relating to the Xxxxx Intellectual Property. (h) To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), and except for any items cited or referred to in any of the Xxxxx Patents, there are no publications, issued Patents, published Patent applications or public disclosures that could reasonably be expected to provide a sufficient basis to render invalid or unenforceable any of the Xxxxx Patents. (i) To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no Third Party Patents, published Patent applications, or publications not yet disclosed to Novartis that could reasonably be expected to impair Novartis’ rights under the License.

  • Representations and Warranties of ▇▇▇▇▇▇ Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ Xxxxxxx represents and warrants to the Company as follows: