Offerors' Representations and Warranties Sample Clauses

Offerors' Representations and Warranties. The Offerors jointly and severally represent and warrant to each Underwriter as of the date of this Agreement and as of the Closing Time referred to in Section 2(c) of this Agreement and as of each Date of Delivery (if any) referred to in Section 2(b) of this Agreement, and agree with each Underwriter as follows:
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Offerors' Representations and Warranties. The Offeror represents and warrants to the Shareholder that: 8.4.1 the Offeror is a corporation duly incorporated and validly existing under the laws of Canada and has all requisite corporate power and authority to execute and deliver this Agreement and to carry out and perform its covenants and obligations under the terms of this Agreement and the entering into of this Agreement and the transactions contemplated hereby will not result in the material violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Offeror; 8.4.2 this Agreement, when accepted by the Offeror, and assuming the due authorization, execution and delivery thereof by the Shareholder, will constitute the Offeror’s legal, valid and binding obligation enforceable against it in accordance with the terms hereof; 8.4.3 the Offeror is not a party to, bound by, or subject to any material agreement, indenture, mortgage, lease, instrument, or other Contract or any Proceeding, Order, judgment or decree which would be violated, contravened or infringed by the execution and delivery of this Agreement by the Offeror or the performance of its obligations under this Agreement; 8.4.4 the execution and delivery of this Agreement by the Offeror or the performance of its obligations under this Agreement will not require any consent, waiver, approval, authorization or review by, or declaration, registration or filing with, or notice to, any third party; 8.4.5 the representations and warranties contained in this Section 8.4 will be true on and as of the Closing Date with the same effect as if made on and as of the Closing Date. If any representation or warranty of the Offeror is no longer true, or the Offeror become aware of any facts or circumstances that would reasonably be expected to make any such representation or warranty not true, on or before the Closing Date, the Offeror shall immediately notify the Company.
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Offerors' Representations and Warranties. Offeror hereby represents and warrants to Beneficiary that: (a) it is a corporation validly existing under the laws of Delaware; (b) it has the power to execute this Agreement, the Draft MAA and each of the other transfer documents contemplated thereby, including for the avoidance of doubt the Ancillary Agreements, (the “Other Transaction Documents”) to which it is or will be a party, and to perform its obligations under each of them, and it has taken all action necessary to authorise such execution and the performance of such obligations; (c) this Agreement has been, and each of the Draft MAA and the Other Transaction Documents when executed will be, duly executed by Offeror and, in each case, constitutes the valid, binding and enforceable obligation of Offeror, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally; (d) except for the Merger Clearances and as set forth in Schedule 6.2(a) to the Draft MAA, no notices, reports or other filings are required to be made by Offeror or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Offeror or its Subsidiaries from, any Governmental Entity under any Laws or Permits, as a result of, in connection with, or as a condition to the execution of this Agreement, the Draft MAA and the Other Transaction Documents by Offeror and the consummation of the transactions contemplated hereby and thereby; (e) except as provided in Schedule 6.2(b) to the Draft MAA, the execution and performance of this Agreement, the Draft MAA and the Other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) constitute or result in a breach or violation of, or a default (with or without notice, lapse of time or both) under, the Governing Documents of Offeror or any of its Subsidiaries, or (ii) conflict with or result in a breach or violation of, constitute a default under, result in the acceleration of any obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any agreement, Permit, instrument or other arrangement to which Offeror or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject; (f) except as provided in Schedule 6.2(c) to the Draft MAA, the execution...
Sample 1
Offerors' Representations and Warranties. The Offeror is a limited liability company duly incorporated or established under the laws of the British Virgin Islands and has been validly existing and in good standing under the laws of the British Virgin Islands since incorporation.
Sample 1

Related to Offerors' Representations and Warranties

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

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