Certain Representations, Warranties and Agreements. (a) Assignor represents and warrants that it is the legal and beneficial owner of the Assigned Share, free and clear of any adverse claim.
(b) Assignor shall not be responsible to Assignee for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of any of the Loan Documents or for any representations, warranties, recitals or statements made therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Assignor to Assignee or by or on behalf of Company or of any other Loan Party to Assignor or Assignee in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall Assignor be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default.
(c) Assignee represents and warrants that it is an Eligible Assignee; that it has experience and expertise in the making or purchasing of loans such as the Loans; that it has acquired the Assigned Share for its own account in the ordinary course of its business and without a view to distribution of the Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of subsection 10.1 of the Credit Agreement, the disposition of the Assigned Share or any interests therein shall at all times remain within its exclusive control); and that it has received, reviewed and approved a copy of the Credit Agreement (including all Exhibits and Schedules thereto).
(d) Assignee represents and warrants that it has received from Assignor such financial information regarding Company and its Subsidiaries as is available to Assignor and as Assignee has requested, that it has made its own independent investigation of the financial condition and affairs of Company and its Subsidiaries in connection with the assignment evidenced by this Agreement, and that it has made and shall continue to make its own appraisal of the creditworthiness of Company and its Subsidiaries...
Certain Representations, Warranties and Agreements. (a) Assignor represents and warrants that it is the legal and beneficial owner of the Assigned Share, free and clear of any adverse claim.
(b) Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the aggregate amount of the Loans and the Assigned Share being transferred to Assignee pursuant to this Agreement as described above.
(c) Assignor represents and warrants that it has delivered to Agent the Notes delivered to Assignor by Borrower pursuant to the Credit Agreement and requests that Agent exchange such Notes for new Notes executed by Borrower payable to Assignor and Assignee in the amounts necessary to reflect the transaction contemplated by this Agreement.
(d) Assignor makes no representation and warranty to Assignee with respect to, and shall not be responsible to Assignee for, the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of any of the Loan Documents or for any representations, warranties, recitals or statements made therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by or on behalf of Borrower in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower, nor shall Assignor be required to ascertain or inquire as to (i) the performance or observance of any of the terms, conditions, provisions, covenants or agreements
(1) INSERT FEE PROVISION ONLY IF APPLICABLE.
Exh. 10.1( A)-2 141 contained in any of the Loan Documents, (ii) the use of the proceeds of the Loans, (iii the existence or possible existence of any Event of Default or Default.
(e) Assignee represents and warrants that it satisfies any eligibility requirements to be a Lender under the Credit Agreement; that it is not a foreign person (i.e., a person other than a United States person for United States Federal income tax purposes) or, if it is a foreign person, that it has delivered to Agent the documentation required by paragraph 3(h)(iv) below; that it has experience and expertise in the making or the purchasing of loans such as the Loans; that it has acquired the Assigned Share for its own account and without any present intention of selling all or any portion of such interest; and that it has received, reviewed and approved a copy of the Credit Agreement (including all Exhibits and Schedules the...
Certain Representations, Warranties and Agreements. Assignor represents and warrants that it is the legal and beneficial owner of the Assigned Share, free and clear of any adverse claim.
Certain Representations, Warranties and Agreements of the Trust on behalf of the Acquired Funds. The Trust, on behalf of itself and, where appropriate, the Acquired Funds, represents and warrants to, and agrees with, the Trust on behalf of the Acquiring Funds as follows, with such representations, warranties and agreements made on behalf of the Acquiring Funds on a several (and not joint, or joint and several) basis:
(a) The Trust is a corporation, duly created, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. The Trust is registered with the SEC as an open-end management investment company under the 1940 Act, and such registration is in full force and effect.
(b) The Trust has the power to own all of its properties and assets and to consummate the transactions contemplated herein, and has all necessary federal, state and local authorizations to carry on its business as now being conducted and to consummate the transactions contemplated by this Agreement.
(c) This Agreement has been duly authorized by the Board of Trustees of the Trust on behalf of the Acquired Funds, and executed and delivered by duly authorized officers of the Trust, and represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Agreement does not, and, subject to the approval of shareholders referred to in Section 6, the consummation of the transactions contemplated by this Agreement will not, violate the Declaration of Trust of the Trust or any material agreement or arrangement to which it is a party or by which it is bound.
(d) The Trust's Acquired Funds have elected to qualify and have qualified as "regulated investment companies" under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, as of and since their first taxable year; have been regulated investment companies under such Part of the Code at all times since the end of their first taxable year when they so qualified; and qualify and shall continue to qualify as regulated investment companies for their taxable years ending upon their liquidations.
(e) The Trust has valued, and will continue to value, the portfolio securities and other assets of the Acquired Funds in accordance with applicable legal requirements.
(f) The proxy materials included within th...
Certain Representations, Warranties and Agreements. (a) Assignor represents and warrants to Assignee that (i) Assignor is the legal and beneficial owner of the Assigned Share, free and clear of any adverse claim; and (ii) Schedule I sets forth the aggregate amount of the Commitments and the aggregate amount of the Loans, in each case as of the Effective Date.
(b) Assignee represents and warrants to Assignor that (i) it is an Eligible Assignee and that it has experience and expertise in the making or purchasing of loans and commitments such as the Loans and the Commitments; (ii) it has acquired the Assigned Share for its own account in the ordinary course of its business and without a view to distribution of the Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of Section 10.6 of the Credit Agreement, the disposition of the Assigned Share or any interests therein shall at all times remain within its exclusive control); (iii) it has received, reviewed and approved a copy of the Credit Agreement (including all Exhibits and Schedules thereto); and (iv) it has received from Assignor such financial information regarding Company and its Subsidiaries as is available to Assignor and as Assignee has requested, that it has made its own independent investigation of the financial condition and affairs of Company and its Subsidiaries in connection with the assignment evidenced by this Agreement, and that it has made and shall continue to make its own appraisal of the creditworthiness of Company and its
Certain Representations, Warranties and Agreements of ACIT 11. Shareholder Action on Behalf of Intermediate-Term Bond................
Certain Representations, Warranties and Agreements. A. Licensee shall use the Trademarks only in connection with the marketing and sale of Licensed Products, in the manner and style used on the date of this Agreement or such manner and style as shall have the prior written approval of Licensor, which approval shall not be unreasonably withheld or delayed, and in connection with such legends, markings and legal notices as are required by trademark law.
Certain Representations, Warranties and Agreements. Assignor represents and warrants that it is the legal and beneficial owner of the Assigned Share, free and clear of any adverse claim and that Item 3 of the Schedule of Terms correctly sets forth the amount of the Commitments, the outstanding Term Loans and the Pro Rata Share corresponding to the Assigned Share.
Certain Representations, Warranties and Agreements. The Buyers and each of the Sellers have carefully considered:
(i) the sale and purchase of Provel pursuant to this Agreement and the consideration exchanged therefor;
(ii) their respective expertise, knowledge and contacts with respect to the business of Provel and its industry as a whole;
(iii) The Buyers’ necessity of protecting their investment in Provel;
(iv) Each of the Sellers’ access and knowledge of confidential information relating to Provel; and
(v) the geographical scope and nature of the business conducted by the parties hereto prior to the execution of this Agreement. After such careful consideration, the Buyers and each of the Sellers hereby agree that, because of the worldwide scope of the industry, the geographic scope and time period of this covenant not to compete set forth in Section 10.2 and of the non-solicitation provision set forth in Section 10.4 covering the Restricted Territory for a period of five (5) years are both reasonable under the circumstances and have been considered in the determination of the Purchase Price. Each of the Sellers further represents and admits that his or its business experience and capabilities and his or its financial capabilities are such that enforcement of a remedy by way of injunction or other relief hereunder will not prevent either of them from earning a livelihood.
Certain Representations, Warranties and Agreements
