REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. CHAMFLORA, THE CHAMFLORA ASSETS AND IP IP represents and warrants to VCP that each of the following representations and warranties will be on the Closing Date, true and correct and in full force and effect:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE ADMINISTRATOR, THE FUNDING AGENT AND THE CONDUIT PURCHASERS
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. RENTAL PROPERTY The Sellers make the following representations and warranties to the Administrative Agent, with respect to the Rental Property subject to a Transaction, that as of the Purchase Date for the purchase of Rental Property subject to a Transaction by the Administrative Agent, on behalf of Buyers, from a Seller and as of the date of this Agreement and any Transaction hereunder relating to the Rental Property is outstanding and at all times while the Program Agreements and any Transaction hereunder is in full force and effect. For purposes of this Schedule 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Rental Property if and when the Sellers have taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Rental Property.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE BANK OF AMERICA MORTGAGE LOANS ---------------------------------- REPRESENTATION 9 Mortgage Lien U Haul Portfolio (57367) Several of the Pro Forma Title Policies identify certain encroachments, however each such policy insures Lender against monetary loss by reason of the enforced removal of such encroachments. The United States Government has certain rights with respect to the Mortgaged Property located at 103530 Xxxxxxxx Xxx., Xxx Xxxxx, Xxxxxxx since all or a portion of such Mortgaged Property was artificially filled in land in what was formerly navigable waters. 369 Lexington Avenue (57999) Xxx Xxx Xxxxx Title Policy identifies certain encroachments, however such policy insures Lender against monetary loss by reason of the enforced removal of such encroachments.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE ACQUIRED COMPANIES 10 2.1 Organization, Standing, Power and Subsidiaries 10 2.2 Capital Structure 11 2.3 Authority; Non-Contravention 12
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. PURCHASED MORTGAGE LOANS
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE BUYER PARTIES 26 4.1 Due Incorporation; Subsidiaries 26 4.2 Authority; Binding Nature of Agreement 26 4.3 Non-Contravention; Consents 26 4.4 Litigation 26 4.5 No Vote Required 26 4.6 Capitalization 26 4.7 Parent SEC Reports 27 ARTICLE 5 CERTAIN COVENANTS OF THE COMPANY 28 5.1 Access 28 5.2 Conduct of the Business of the Company 29 5.3 No Solicitation 31 5.4 Affiliated Transactions 31 5.5 Financing 31 5.6 Investigation Cooperation 33 ARTICLE 6 ADDITIONAL COVENANTS OF THE PARTIES 34 6.1 Regulatory Filings; Notices and Consents 34 6.2 Indemnification of Officers and Directors 36 6.3 280G Shareholder Approval 37 6.4 Disclosure; Confidentiality 38 6.5 Tax Matters 38 6.6 Notification of Certain Events 41 6.7 NYSE Listing 41 6.8 Cooperation; Efforts 41
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE ACQUIRED COMPANIES 27 4.1 Organization of the Acquired Companies 27
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. Omolon. (a) Omolon is a closed joint stock company duly ------ organized and validly existing under the laws of the Russian Federation and, as of the Closing, will be registered with all - 8 - relevant registration bodies in the Russian Federation and has full power to own the properties which it owns and proposes to own for the purposes of the Project and to carry out the business which it carries out and proposes to carry out for the purposes of the Project. Omolon has no subsidiaries.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. SELLER Except as set forth in the disclosure schedule delivered by Seller to Buyer concurrently with the execution of this Agreement (the “Seller Disclosure Schedule”), Seller and the Members hereby, jointly and severally, represent and warrant to Buyer as of the date hereof and as of the Closing Date as follows: Section 2.1.
