Defendants represent and warrant Sample Clauses

Defendants represent and warrant. (i) that they have the requisite corporate power and authority to execute, deliver, and perform the Agreement and to consummate the transactions contemplated hereby; (ii) that the execution, delivery, and performance of the Agreement and the consummation by them of the actions contemplated herein have been duly authorized by necessary corporate action on the part of Defendants; and (iii) that the Agreement has been duly and validly executed and delivered by Defendants and constitutes their legal, valid, and binding obligations.
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Defendants represent and warrant. (i) that they have the requisite corporate power and authority to execute, deliver, and perform the Agreement and to consummate the transactions contemplated hereby; (ii) that the execution, delivery, and performance of the Agreement and the consummation by them of the actions contemplated herein have been duly authorized by necessary corporate action on the part of Defendants; (iii) that Defendants have secured any court approvals necessary to bind Defendants regarding this agreement; (iv) that the Agreement has been duly and validly executed and delivered by Defendants and constitutes their legal, valid, and binding obligations and (v) Defendants will have sufficient resources to fulfill its obligations under this Agreement.
Sample 1Sample 2
Defendants represent and warrant. (1) that they have the requisite corporate power and authority to execute, deliver, and perform the Agreement and to consummate the transactions contemplated hereby; (2) that the execution, delivery, and performance of the Agreement and the consummation by it of the actions contemplated herein have been duly authorized by necessary corporate action on the part of Defendants; (3) that the Agreement has been duly and validly executed and delivered by Defendants and constitutes their legal, valid, and binding obligation, pursuant to the terms of this Agreement; and (4) that Defendants will reinstate 918,788 $20 Rewards and issue 142,576 $15 Rewards, 1,271,858 $10 Rewards, and 3,136,952 $5 Rewards pursuant to the terms of this Agreement, which, to the best of Defendants’ knowledge correspond to all of the expired Rewards and Credits that are the subject of the Certified Claims.
Sample 1

Related to Defendants represent and warrant

  • Defendant’s Representations The defendant acknowledges that he has entered into this plea agreement freely and voluntarily after receiving the effective assistance, advice and approval of counsel. The defendant acknowledges that he is satisfied with the assistance of counsel, and that counsel has fully advised him of his rights and obligations in connection with this plea agreement. The defendant further acknowledges that no threats or promises, other than the promises contained in this plea agreement, have been made by the United States, the Court, his attorneys or any other party to induce him to enter his plea of guilty.

  • Covenants Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Global Agent’s Representations and Warranties (i) The Global Agent represents and warrants that it has duly authorized and properly executed this Agreement, is currently in compliance with this Agreement and with the rules and procedures of DTC, is authorized to act as a custodian for DTC for any DTC Note relating to the Notes, and to serve in all capacities set forth in this Agreement.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will:

  • Buyer Representations and Warranties Buyer represents and warrants to Seller:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

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