Manager’s Representations and Warranties. (a) Manager represents that it is duly organized, validly existing and in good standing.
(b) Manager represents that it has the power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution of this Agreement and the performance of the Manager's obligations hereunder have been duly authorized by the Manager and no other proceedings on the part of the Manager are necessary to authorize this Agreement.
(c) Manager represents that neither the execution of this Agreement nor the acts contemplated hereby nor compliance by the Manager with any provisions hereof will (a) violate any provision of the Manager's organizational documents, (b) violate any statute, law, judgement, decree, order, regulation or rule of any court or governmental authority applicable to the Manager, or (c) be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which the Manager may be bound which violation, conflict, default, termination or absence, in the aggregate, would have a material adverse effect on the financial condition of the Manager.
(d) Manager has requested and received all information from the Sub-Advisor that the Manager deems relevant to the engagement of the Sub-Advisor as contemplated by this Agreement. The Manager acknowledges receipt of a copy of the Sub-Advisor's Form ADV as such form exists on the date of this Agreement.
(e) The Employee Retirement Income Security Act of 1974 is not applicable to any asset in the Fund. To the extent any law of any political jurisdiction is applicable to the Fund or any of its assets, the Manager shall be responsible for assuring that any instructions given by the Manager to the Sub-Advisor are consistent with any such law, and the Sub-Advisor shall have no responsibility for such compliance. To the extent any federal securities law of the United States of America is applicable at any time, the Fund constitutes a "qualified institutional buyer", an "accredited investor", and a "qualified purchaser" as those concepts are defined in the federal securities laws of the United States of America.
Manager’s Representations and Warranties. Manager represents and warrants to Owners, as of the date hereof, as follows:
Manager’s Representations and Warranties. Manager represents and warrants to Permittee that Manager is not in material violation of any statute, ordinance, rule, regulation, policy, order or decree of any federal, state or local governmental entity, court or authority having jurisdiction over it or over any part of its operation or assets.
Manager’s Representations and Warranties. Manager represents and warrants to Provider as follows:
Manager’s Representations and Warranties. Manager represents and warrants to the Kansas Lottery as follows:
a) Manager is a corporation, duly organized, validly existing and in good standing under the laws of the State of Kansas, and is duly qualified to do business as such in Kansas.
b) Manager has full power, authority, and legal right to perform and observe the provisions in this Agreement, the requirements imposed by the Kansas Expanded Lottery Act, the rules and regulations imposed by the Commission, and the rules and regulations imposed by the Kansas Racing and Gaming Commission.
c) Subject to the condition that all approvals required by the Kansas Expanded Lottery Act are obtained, this Agreement constitutes a valid and binding obligation on Manager that is fully enforceable in accordance with its terms, and does not constitute a breach of, or default under, any other agreement to which Manager is a party or any of its assets are bound or affected.
d) During this Agreement’s term, Manager will, at its own expense, keep in full force and effect its legal existence, rights and franchises required in order for it to observe all of this Agreement’s terms and conditions. Upon receiving any information or notice contrary to the representations contained in this subsection during this Agreement’s term, Manager must immediately notify the Executive Director in writing with full details regarding the same.
e) Manager has acquired full title to the premises on which the Lottery Gaming Facility will be located, free and clear of any liens, encumbrances, covenants, charges, burdens or claims, except (i) those which do not materially and adversely affect the use by Manager of the premises as a Lottery Gaming Enterprise, and (ii) any secured liens directly related to the Lottery Gaming Enterprise, which will be disclosed to the Executive Director concurrently with Manager’s acquisition of the property or for which the Executive Director’s prior approval has been obtained.
f) The Lottery Gaming Enterprise and the operations thereof at all times will conform in all material respects with all applicable zoning, planning, building, licensing, and environmental laws and regulations of governmental authorities (federal, state, or local) having jurisdiction over the Lottery Gaming Enterprise, including any amendments to such laws or regulations occurring after this Agreement’s execution. Such laws include, but are not limited to, the federal Money Laundering Control Act of 1986, the Bank Secrecy Act of 1970, an...
Manager’s Representations and Warranties. The Manager represents and warrants that the execution and delivery of this Agreement and the fulfillment of its terms: (i) will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound; and (ii) do not require the consent of any person or entity.
Manager’s Representations and Warranties. Manager represents and warrants to Owner that:
(a) Manager has full corporate power and authority to own its assets and to carry on its business as it is now being conducted and to execute and deliver this Agreement and each of the Additional Instruments and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance by Manager of this Agreement and the Additional Instruments to which Manager is a party and the consummation by Manager of the transactions contemplated hereby and thereby have been duly authorized by all requisite action of Manager.
(c) This Agreement has been duly and validly executed and delivered by Manager and constitutes the legal, valid and binding obligations of Manager, enforceable against it in accordance with their respective terms.
(d) The execution and delivery by Manager of this Agreement, the performance by Manager of its obligations hereunder and the consummation by Manager of the transactions contemplated hereby and thereby do not:
(i) violate any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of Manager;
(ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any oral or written agreement, instrument, contract, undertaking, mortgage, indenture, lease, license or other understanding to which Manager is a party or by which any of the properties or assets of Manager may be bound or otherwise subject; or
(iii) contravene or violate any law, rule, regulation, or order applicable to Manager, Manager’s Associated Parties, or any of their respective properties or assets.
(e) Manager is experienced in the operation of offshore oil and gas properties and has the requisite personnel resources, training and experience to manage and operate the Interests (as such term is hereinafter defined).
Manager’s Representations and Warranties. Manager represents and warrants to Licensee (a) that Manager is not in material violation of any statute, ordinance, rule, regulation, policy, order or decree of any federal, state or local governmental entity, court or authority having jurisdiction over it or over any part of its operation or assets, (b) that, during the Term of this Agreement, Manager shall broadcast, without charge, any advertisements which Licensee is obligated to air under trade or barter agreements in existence prior to the date of this Agreement: provided, that such advertisements will be aired on a run of schedule basis at a time or times determined by Manager and preemptable for any party who will pay cash for the time, and (c) that Manager shall honor Licensee's cash advertising agreements and programming agreements that are in existence as of the date of this Agreement and were entered into in the ordinary course of business.
Manager’s Representations and Warranties. The following representations and warranties of Manager are made to Group for the purpose of inducing Group to enter into this Agreement. Manager represents and warrants as follows:
Manager’s Representations and Warranties. Manager represents and warrants to Tenant and Landlord as of the date hereof and as of the Effective Date that:
