Initial Representations Sample Clauses

Initial Representations. The Borrower confirms that each of the following is true:
Sample 1Sample 2
AutoNDA by SimpleDocs
Initial Representations. Each Obligor makes the representations and warranties set out in schedule 8 hereto to the Bank on the date of this Agreement and on the Exchange Date and the Completion Date (save that, on the Completion Date, references to the "Group" or a "member of the Group" shall include the Target Group and members of the Target Group).
Sample 1
Initial Representations. Each Consenting Beneficiary represents and warrants to the Company that as at the date its OSA Offer is made (if applicable) and its Consenting Beneficiary Accession Date (save to the extent that the Company otherwise agrees in accordance with Clause 17.6): 17.1.1 it is duly organised and validly existing under the laws of its jurisdiction of incorporation, or (if not applicable) under the laws of which it is established, and in good standing and has full power and authority to conduct its business activities; 17.1.2 it has (or, in respect of completed actions, at the relevant time had) the power to execute and deliver the relevant Consenting Beneficiary Agreement (and, if applicable, submit electronically or otherwise any Consenting Beneficiary Accession Document) and any documentation relating to the relevant Consenting Beneficiary Agreement to which it is a party (including any evidence of due authority, evidence in relation to any Common Terms Dispute and any Tax form or document) and to perform its obligations under the relevant Consenting Beneficiary Agreement and any documentation relating to the relevant Consenting Beneficiary Agreement to which it is a party and has taken all necessary action to authorise such execution, delivery, submission and performance;
Sample 1
Initial Representations. Each Guarantor confirms that each of the following is true:
Sample 1
Initial Representations. Each Consenting Beneficiary represents and warrants to the Company that as at the date its OSA Offer is made (if applicable) and its Consenting Beneficiary Accession Date (save to the extent that the Company otherwise agrees in accordance with Clause 17.6): 17.1.1 it is duly organised and validly existing under the laws of its jurisdiction of incorporation, or (if not applicable) under the laws of which it is established, and in good standing and has full power and authority to conduct its business activities; 17.1.2 it has (or, in respect of completed actions, at the relevant time had) the power to execute and deliver the relevant Consenting Beneficiary Agreement (and, if applicable, submit electronically or otherwise any Consenting Beneficiary Accession Document) and any documentation relating to the relevant Consenting Beneficiary Agreement to which it is a party (including any evidence of due authority, evidence in relation to any Common Terms Dispute and any Tax form or document) and to perform its obligations under the relevant Consenting Beneficiary Agreement and any documentation relating to the relevant Consenting Beneficiary Agreement to which it is a party and has taken all necessary action to authorise such execution, delivery, submission and performance; 17.1.3 such execution, delivery, submission and performance does not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any term or provision of any agreement or instrument binding on or affecting it or any of its assets, and will not result in a breach of, or constitute a default or termination event under, any such agreement or instrument; 17.1.4 all actions or things required to be taken, fulfilled or done (including the obtaining of any consent or licence or the making of any filing or registration) by it with respect to the relevant Consenting Beneficiary Agreement (and, if applicable, any Consenting Beneficiary Accession Document) have been taken, fulfilled or done and are in full force and effect and all conditions of any such consents have been complied with; 17.1.5 its obligations under the relevant Consenting Beneficiary Agreement (and, if applicable, any Consenting Beneficiary Accession Document) constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankrupt...
Sample 1
Initial Representations. Each Party (with respect to itself) makes the following representations and warranties to the other Party on the Signing Date:
Sample 1
AutoNDA by SimpleDocs
Initial Representations. Each Obligor confirms that each of the following is true:
Sample 1
Initial Representations. Contractor represents and warrants to Company that as of the Effective Date: (A) Contractor is a corporation or company (as the case may be) duly organized, validly existing and in good standing under the laws or the jurisdiction of its organization.
Sample 1

Related to Initial Representations

  • Additional Representations Section 3 is hereby amended by adding the following additional subsections:

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • General Representations Borrower represents and warrants to Lender as of the Closing Date that, except to the extent (if any) disclosed on Schedule III with reference to a specific subsection of this Section 3.1:

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Financial Representations Included with the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets for Pubco dated as of November 30, 2006 and unaudited balance sheets for Pubco dated as of August 31, 2007 (the “Pubco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Pubco Financial Statements”). The Pubco Financial Statements: (a) are in accordance with the books and records of Pubco; (b) present fairly the financial condition of Pubco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Pubco has not received any advice or notification from its independent certified public accountants that Pubco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Pubco Financial Statements or the books and records of Pubco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Pubco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Pubco. Pubco has not engaged in any transaction, maintained any bank account, or used any funds of Pubco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Pubco.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Environmental Representations Except as disclosed on Schedule 5.17 to this Agreement: (i) the operations of the Company and its Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of Law; (ii) the Company and its Subsidiaries have all material permits, licenses or other authorizations required under Environmental, Health or Safety Requirements of Law and are in material compliance with such permits; (iii) neither the Company, any of its Subsidiaries nor any of their respective present property or operations, or, to the Company’s or any of its Subsidiaries’ knowledge, any of their respective past property or operations, are subject to or the subject of, any investigation known to the Company or any of its Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (A) any material violation of Environmental, Health or Safety Requirements of Law; (B) any remedial action; or (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment; (iv) there is not now, nor to the Company’s or any of its Subsidiaries’ knowledge has there ever been, on or in the property of the Company or any of its Subsidiaries any landfill, waste pile, underground storage tanks, aboveground storage tanks, surface impoundment or hazardous waste storage facility of any kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or other equipment, or any asbestos containing material; and (v) neither the Company nor any of its Subsidiaries has any material Contingent Obligation in connection with any Release or threatened Release of a Contaminant into the environment.

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • Reciprocal Representations and Warranties The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract: (1) Each party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, is qualified, if necessary, to do business and in good standing in each jurisdiction in which it is required to be so qualified, and has the requisite power and authority to enter into this Contract and all other agreements which are contemplated by this Contract and to carry out its obligations hereunder and under the Guides and under such other agreements. (2) This Contract has been duly authorized, executed and delivered by each party and constitutes a valid and legally binding agreement of each party enforceable in accordance with its terms. (3) There is no action, proceeding or investigation pending or threatened, and no basis therefor is known to either party, that could affect the validity or prospective validity of this Contract. (4) Insofar as its capacity to carry out any obligation under this Contract is concerned, neither party is in violation of any charter, articles of incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation and none of the foregoing adversely affects its capacity to fulfill any of its obligations under this Contract. Its execution of, and performance pursuant to, this Contract will not result in a violation of any of the foregoing.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!