Certain representations and warranties of the Parties Sample Clauses

Certain representations and warranties of the Parties. Each Party represents and warrants to the other Party, as of the Signing Date, as follows: it has full power to enter into and perform this Agreement, and the person signing this Agreement on its behalf has been duly authorized and empowered to enter into such agreement; it has read this Agreement, understands it and agrees to be bound by it; it has entered into this Agreement with the aim of attaining all of the objectives and performing in all material respects all of the obligations and commitments herein set forth; it has entered into this Agreement without violating the Applicable Laws, its own articles of association, other constitutional documents, laws or agreements of any kind to which it is a party to; it is not bankrupt and is not the subject of insolvency or winding-up proceedings, where its assets are being administered by a liquidator or by the court, it is not in an arrangement with creditors, where its business activities are suspended, or it is in any analogous situation arising from a similar procedure under the laws of the country where it is registered and submits its tax accounts; and it has entered into this Agreement of its own volition and in good faith.
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Certain representations and warranties of the Parties. A. Certain Representations and Warranties of the Shareholder --------------------------------------------------------- In order to induce GLDI to execute and deliver this Agreement and to consummate the transactions contemplated hereby, the Shareholder represents and warrants to GLDI as follows: 1. The Shareholder has full right, power and authority to execute, deliver and perform her obligations under this Agreement and to exchange, transfer, assign and convey to GLDI all of the right, title and interest in and to the HAT Shares. This Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder and is enforceable against the Shareholder in accordance with its terms. 2. Except for that certain Option Agreement dated October 19, 2000 (the "Option Agreement") by and between Quentra Networks, Inc., a Delaware corporation ("Quentra"), HAT, the Shareholder, Jerry Conrad and DQE Enterprises, Inc., a Pennsylvania corporation ("XXX"), xxx execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby: (a) do not and will not violate (with or without the giving of notice or the lapse of time or both) any contract, agreement, document or instrument to which the Shareholder or HAT is a party or by which the Shareholder or HAT or any of the assets or properties of the Shareholder or HAT, including without limitation the HAT Shares, is bound, or require any consent or approval from, any person or entity (including without limitation any governmental entity, any bank or other financial institution or any creditor); and (b) do not and will not require any consent or approval under, and do not and will not conflict with, or result in the breach, violation or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of the Shareholder or HAT under, or result in the creation of any lien or encumbrance upon any or all of the properties, assets or business of the Shareholder or HAT, including without limitation the HAT Shares, pursuant to, any contract, agreement, document or instrument to which the Shareholder or HAT is a party or by which the Shareholder or HAT or any of the assets or properties of the Shareholder or HAT, including without limitation the HAT Shares, is bound. 3. The Shareholder holds good, valid, legal and beneficial title, as her sole ...
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Certain representations and warranties of the Parties. 15 SECTION 11.1.REPRESENTATIONS AND WARRANTIES OF TIME BROKER........... 15 SECTION 11.2.REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPERATOR AND CRLI..................... 16 ARTICLE XII. - MISCELLANEOUS........................................................... 18
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Certain representations and warranties of the Parties. Each Party represents and warrants to the other Party, as of the Signing Date, as follows: (a) it has full power to enter into and perform this Agreement, and the person signing this Agreement on its behalf has been duly authorized and empowered to enter into such agreement; (b) it has read this Agreement, understands it and agrees to be bound by it; (c) it has entered into this Agreement with the aim of attaining all of the objectives and performing in all material respects all of the obligations and commitments herein set forth; (d) it has entered into this Agreement without having any intention or goal whatsoever to violate the Applicable Laws, its own articles of association, other constitutional documents, laws or agreements of any kind to which it is a party to; (e) it is not bankrupt and is not the subject of insolvency or winding-up proceedings, where its assets are being administered by a liquidator or by the court, it is not in an arrangement with creditors, where its business activities are suspended, or it is in any analogous situation arising from a similar procedure under the laws of the country where it is registered and submits its tax accounts; and (f) it has entered into this Agreement of its own volition and in good faith. (a) it shall inform the other Party immediately if the Representatives are replaced during the term of this Agreement. In such case it is not mandatory to conclude separate amendments to the Agreement.
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Certain representations and warranties of the Parties. Each of the Seller, DFC and the Servicer represents and warrants as to itself, as follows:
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Certain representations and warranties of the Parties. Each party hereby represents and warrants to the other party as follows: (a) such party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of such party’s organization; (b) such party has all requisite organizational power and authority to perform such party’s obligations under this Agreement; (c) all action on the part of such party to authorize the approval, execution, and delivery of this Agreement has been taken; and (d) this Agreement, when executed and delivered by the other party, will constitute the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
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Certain representations and warranties of the Parties 
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Related to Certain representations and warranties of the Parties

  • Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; [in case there are any encumbrances on the land provide details of such encumbrances including any rights, title, interest and name of party in or over such land] (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the [Apartment/Plot]; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and [Apartment/Plot] are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and [Apartment/Plot] and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said Land, including the Project and the said [Apartment/Plot] which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said [Apartment/Plot] to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the [Apartment/Plot] to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

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