Certain Representations of the Parties Sample Clauses

Certain Representations of the Parties. (a) Contributor hereby remakes as of the date hereof the representations and warranties set forth in Section 5.01, Section 5.02 and Section 5.03 of the Contribution Agreement, it being acknowledged that all references in such representations and warranties as to the “Agreement” shall be deemed to refer to the Contribution Agreement and this Amendment, collectively.
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Certain Representations of the Parties. Each of the Parties hereto represents, several and not jointly, that it has taken all action required of it to duly authorize this OMA and that no further action or approval is required on its behalf and, when executed and delivered, this OMA constitutes a valid and binding obligation of such Party, enforceable in accordance with its terms.
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Certain Representations of the Parties. (a) The Buyer represents and warrants to the Seller:
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Certain Representations of the Parties. Each Party hereto each represents that: (i) such Party has been fully advised by counsel in connection with the negotiation and execution of this Agreement; (ii) each has the corporate power and authority, and the legal right, to make, execute, deliver and perform this Agreement; (iii) no consent or authorization or, filing with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, (iv) the execution, delivery and performance of this Agreement will not violate any requirement of law or any contractual obligation of such Party and will not result in, or require, the creation or imposition of any lien on any of their respective properties or revenues pursuant to any requirement of law or any such contractual obligation (other than the liens created by this Agreement) and (v) this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against each such Party, its affiliates, successors and assigns in accordance with its terms.
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Certain Representations of the Parties. (a) Constellation represents and warrants to the other Parties that it has the full corporate power and authority to carry on its business as now being conducted, and the authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder and otherwise to consummate the Transactions. This Agreement has been duly authorized, executed and delivered by Constellation and no other corporate proceedings on the part of Constellation are necessary to authorize this Agreement or to consummate and perform the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of Constellation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws and subject to general principles of equity.
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Certain Representations of the Parties. Each of Xx. Xxxxxxxx and the Company represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm, or corporation any Claims herein released. Xx. Xxxxxxxx represents and warrants that neither he nor any assignee has filed any lawsuit against the Company, and the Company represents and warrants that neither it nor any assignee has filed any lawsuit against Xx. Xxxxxxxx.
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Certain Representations of the Parties. Executive represents and warrants that: (i) he is the sole and lawful owner of all rights, titles and interests in and to all Released Claims; and (ii) he has the fully legal right, power, authority and capacity to execute and deliver this Agreement. Each Noble Party represents and warrants that neither such Noble Party nor any affiliate thereof has any lawsuit pending (or that is reasonably expected to become pending) in such Noble Party’s or affiliate’s name, or on behalf of any other person or entity, against Executive. Each Noble Party further represents, acknowledges, and agrees that it is not aware of any facts, circumstances, acts, or omissions that give rise to the basis for a claim by such Noble Party or any of its affiliates against Executive.
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Certain Representations of the Parties 
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Related to Certain Representations of the Parties

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Certain Representations Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by Borrower thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, Borrower represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of the Purchasers Each of the Purchasers severally represents and warrants to the Company as follows:

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

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