Compliance with Representations, Warranties, Etc Sample Clauses

Compliance with Representations, Warranties, Etc. The Operative Documents executed and delivered on the Closing Date shall continue to be in full force and Participation Agreement effect; the respective representations and warranties made by the Budget Parties in the Operative Documents (other than the Tax Indemnity Agreement) shall be true and correct in all material respects on such Funding Date as if made on and as of such date; no Event of Loss, Default or Event of Default shall have occurred and be continuing or will result from the Funding on such Funding Date; all transfer, sales, value added and similar Taxes due and payable in connection with the acquisition and sale/leaseback of the Vehicles shall have been paid; and each of the agreements, covenants and conditions relating to such Funding contained in this Participation Agreement and the other Operative Documents which are required to be performed or complied with by the Lessee, the Guarantor or the Nominee on or before such Funding Date shall have been performed or complied with.
Sample 1
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Compliance with Representations, Warranties, Etc. The Operative Documents executed and delivered at the Closing Date shall continue to be in full force and effect; the respective representations and warranties made by the Owner Participant and the Owner Trust pursuant to Section 4 shall be true and correct in all material respects on such Funding Date as if made on and as of such date; and each of the agreements, covenants and conditions relating to such Funding contained in this Participation Agreement and the other Operative Documents which are required to be performed or complied with by the Owner Participant or the Owner Trust on or before such Funding Date shall have been performed or complied with. The investment by the Owner Participant on a Funding Date shall be deemed to be a representation and warranty by the Owner Participant that the representations and warranties set forth in Section 4.2 are true and correct in all material respects on and as of such Funding Date and the execution and delivery by the Owner Trust of the Funding Date Lease Supplement dated such Funding Date shall be a representation and warranty by the Bank and the Owner Trustee, that the representations and warranties set forth in Section 4.3 are true and correct on and as of such Funding Date. Participation Agreement
Sample 1

Related to Compliance with Representations, Warranties, Etc

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive indefinitely after the date hereof and after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Mutual Representations, Warranties and Covenants Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • Non-Survival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI.

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