Additional Seller’s Representations and Warranties Sample Clauses

Additional Seller’s Representations and Warranties. The Seller hereby makes a representation and warranty to the Purchaser as of the date of this Amendment and the Closing Date that the shareholders of the Seller have duly approved the transactions contemplated by the SPA at an Extraordinary General Meeting of the Seller in accordance with requirements of the Hong Kong Listing Rules and the Organizational Documents of the Seller.
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Additional Seller’s Representations and Warranties. (a) The Properties include all of the properties and assets acquired by Seller from Xxxxxxx pursuant to the Torch Purchase and Sale Agreement (exclusive of Hydrocarbons sold in the ordinary course and except for items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures, which have been sold or otherwise disposed of and replaced with an item of substantially equal suitability and which, for purposes of this Agreement, have become part of the Properties). (b) All books, records and files of Seller pertaining to and included as a part of the Properties, including with respect to production, gathering, transportation and sale of Hydrocarbons, and corporate, accounting, and financial records: (i) have been prepared, assembled and maintained in accordance with usual and customary policies and procedures and (ii) fairly and accurately reflect the ownership, use, enjoyment and operation by Seller of their assets. The books and records of Seller are in the possession of Seller and are materially complete as are reasonably necessary for the operation of Seller’s business as it is currently conducted. (c) With respect to the Royalty Trust Conveyance: (i) Seller has complied with its duties and obligations under Section 15.3 of the Torch Purchase and Sale Agreement. In connection therewith, since January 1, 2003, Seller has made its calculation of the amounts owed to the Royalty Trust in respect of the Net Royalty Interest pursuant to Section 3.01 of the Royalty Trust Conveyance based on ninety-five percent (95%) of the Net NPI Proceeds (with “Net Royalty Interest and “Net NPI Proceeds” being as defined in the Royalty Trust Conveyance). Seller has not received any written or oral notice from the Royalty Trust, its representatives or any other Person that either Seller or TEAI has violated any duties or obligations it may owe to the Royalty Trust under the Royalty Trust Conveyance or contesting Seller’s calculations of the amounts owed to the Royalty Trust in respect of the Net Royalty Interest pursuant to Section 3.01 of the Royalty Trust Conveyance. (ii) Except as provided Section 4.20(c)(ii) of the Seller Disclosure Schedule, as of March 31, 2005, there are no “Excess Infill Costs,” “Excess NPI Costs,” or “Excess Pre 1980 Costs” under the Royalty Trust Conveyance. (d) Seller, as owner of the Properties, has operated the Properties in compliance with the provisions of the Royalty Trust Conveyance and has been and is curr...
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Additional Seller’s Representations and Warranties. Each Seller represents, warrants and covenants to the Purchaser as of the Closing Date (or as of such other date specifically provided herein) that: (i) It is duly organized, validly existing and in good standing under the laws of the related jurisdiction and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Related Mortgage Loan in accordance with the terms of this Agreement; (ii) It has the power and authority to hold each Related Mortgage Loan, to sell such Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. It has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or laws in relation to the rights of creditors of federally insured financial institutions; (iii) The execution and delivery of this Agreement by it and the performance of and compliance with the terms of this Agreement will not violate any of its articles of association or articles of incorporation, as applicable, or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which it is a party or which may be applicable to it or its assets; (iv) It is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of it or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) [Reserved.] (vi) It does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vii) Immediately prior to the deliv...
Sample 1
Additional Seller’s Representations and Warranties 
Sample 1

Related to Additional Seller’s Representations and Warranties

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

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

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

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

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows: 1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities; 4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission. 5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

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