Agent's Representations and Warranties. Agent hereby represents, warrants and covenants in favor of Merchant as follows:
(a) Each member of Agent: (i) is validly existing and in good standing under the laws of the state of its organization; (ii) has all requisite power and authority to consummate the transactions contemplated hereby; and (iii) is and during the Sale Term will continue to be, duly authorized and qualified to do business and in good standing in each jurisdiction where the nature of its business or properties requires such qualification.
(b) Agent has the right, power and authority to execute and deliver each of the Agency Documents to which it is a party and to perform fully its obligations thereunder. Agent has taken all necessary actions required to authorize the execution, delivery, and performance of the Agency Documents, and no further consent or approval is required on the part of Agent for Agent to enter into and deliver the Agency Documents and to perform its obligations thereunder. Each of the Agency Documents has been duly executed and delivered by Agent and constitutes the legal, valid and binding obligation of Agent enforceable in accordance with its terms. No court order or decree of any federal, state or local governmental authority or regulatory body is in effect that would prevent or impair or is required for Agent's consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefor. No contract or other agreement to which Agent is a party or by which Agent is otherwise bound will prevent or impair the consummation of the transactions contemplated by this Agreement.
(c) No action, arbitration, suit, notice, or legal administrative or other proceeding before any court or governmental body has been instituted by or against Agent, or has been settled or resolved, or to Agent's knowledge, has been threatened against or affects Agent, which questions the validity of this Agreement or any action taken or to be taken by Agent in connection with this Agreement, or which if adversely determined, would have a material adverse effect upon Agent's ability to perform its obligations under this Agreement.
Agent's Representations and Warranties. Agent hereby represents and warrants to PacTel that:
(i) PacTel has not made, and Agent has not received or relied upon, any representations, guaranties or warranties, express or implied, as to the amount of Commission, Residual or other revenues Agent might receive or earn as a result of this Agreement or its agency relationship with PacTel; and
(ii) Agent has all necessary power and authority to enter into this Agreement and perform Agent's duties and obligations pursuant hereto in accordance with the provisions hereof; and
(iii) This Agreement has been duly approved by all necessary parties on behalf of Agent and does not violate, breach or cause a default in any contract, agreement, order or other understanding to which Agent is a party or by which it is bound.
Agent's Representations and Warranties. The Agent represents and warrants to and agrees with ATLANTIC that:
Agent's Representations and Warranties. Agent hereby represents, warrants and covenants in favor of Merchant as follows:
Agent's Representations and Warranties. The Agent hereby represents and warrants to the Home Owner as follows:
(a) THE AGENT HAS THE RIGHT TO LEASE THE LOCKBOX, AS PROVIDED IN THIS LEASE, AND DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT ALLOWABLE BY LAW.
(b) During the Term and subject to the terms and provisions hereof, the Agent shall not interrupt the Home Owner’s possession and use of the Lockbox if the Home Owner performs and observes all the conditions set forth herein.
Agent's Representations and Warranties. (a) The Agent hereby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, as follows:
(i) the Agent is, and will remain, until the completion of the Offering, appropriately registered under applicable Laws so as to permit it to lawfully fulfil its obligations hereunder and the Agent is registered as a dealer (other than as an exempt market dealer) in each of the Selling Jurisdictions;
(ii) the Agent has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein; and
(iii) this Agreement has been duly authorized, executed and delivered by the Agent and constitutes a legal, valid and binding obligation of the Agent enforceable against the Agent in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable Laws.
Agent's Representations and Warranties. The Agent represents and warrants that: (i) it has the legal right, power and authority to execute, deliver and perform this Amendment and to carry out all of the transactions contemplated hereby; (ii) the execution, delivery and performance of this Amendment and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Agent is a party or which is otherwise known to the Agent; (iii) it does not require the consent or approval of any governmental agency or instrumentality, except any such consents and approvals which the Agent has obtained; (iv) the execution and delivery of this Amendment by the Agent will not violate any law, regulation, charter, by-law, order of any court or other government agency or judgment applicable to the Agent; and (v) all persons executing this Amendment on behalf of the Agent carrying out the transactions contemplated hereby on behalf of the Agent are duly authorized to do.
Agent's Representations and Warranties. The Agent represents and warrants to the Borrower that:
Agent's Representations and Warranties. The Agent hereby represents and warrants that as of the date of execution and delivery of this Agreement it has full power and authority to accept the appointment as Tender Agent and to execute, deliver, and perform this Agreement.
Agent's Representations and Warranties. Each Agent hereby confirms that: (i) all of the services rendered by such Agent under this Agreement will be rendered outside of Israel; (ii) the Agent is a non-Israeli resident for tax purposes and it files tax returns and pay taxes outside of Israel; and (iii) the services rendered by under this Agreement shall not be rendered through a permanent establishment maintained in Israel.
