Organizational Representations Sample Clauses

Organizational Representations. 30.1 Contractor represents and warrants to Owner as follows: (a) Contractor is the type of legal entity specified in the Demolition Agreement, duly organized, validly existing and in good standing under the laws of the state specified in the Demolition Agreement; (b) the execution and delivery of this Contract, and the performance by Contractor of all its obligations thereunder, have been duly and effectively authorized by all necessary action on the part of Contractor, and this Contract has been duly executed and delivered by authorized representatives of Contractor; (c) neither Contractor nor any of its Employees has offered or given any gratuity to an Employee of Owner or of the State of New York to secure this Contract or to secure favorable treatment with respect thereto; and (d) there are no judgments, actions, suits, or proceedings existing or pending (or, to the knowledge of Contractor's officers, threatened) against Contractor which can reasonably be expected to have a material adverse effect upon its performance of the Contract.
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Organizational Representations. Throughout the Transfer Agreement, all references to a "corporation" shall be deemed to include a limited liability company; all references to "corporate action" shall be deemed to include the actions of a limited liability company; all references to "incorporated" shall be deemed to include being organized as a limited liability company; all references to "articles of incorporation" and "bylaws" shall be deemed to include the equivalent organizational documents of a limited liability company; all references to "stockholder" or "stockholders" shall be deemed to include a member or members of a limited liability company; and any such other changes shall be deemed to have been made as are necessary to allow a limited liability company to act as a successor Servicer or successor Purchaser under the Transfer Agreement to the same extent as it would be able to so act if it were organized as a corporation.
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Organizational Representations. Throughout the Contribution and Servicing Agreement, all references to a "corporation" shall be deemed to include a limited
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Organizational Representations. Meridian represents and warrants as follows: (i) Meridian is a limited liability company organized, validly existing and in good standing under the laws of the State of Ohio and has qualified to do business in the State of Michigan. Meridian has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions of Meridian necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement) on behalf of Meridian have been taken and this Agreement constitutes a valid and legally binding obligation of Meridian enforceable against Meridian in accordance with its terms), subject to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors generally and to principles of equity. (ii) Meridian's execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of Meridian's obligations under the instruments required to be delivered by Meridian at the Closing, do not and will not require the consent, approval or other authorization of, or registration, declaration or filing with, or payment of any premium, fee or penalty to any Governmental Authority (excepting the recordation of Closing documents to the extent contemplated in this Agreement and any transfer taxes payable in connection therewith) and do not and will not result in the creation of or claim of any lien, charge or encumbrance upon the Property or any portion thereof or any violation of, or default under, any law, regulation, rule, order or judgment of any Governmental Authority or any term or provision of any agreement, instrument, mortgage, loan agreement or similar document to which Meridian is a party or by which Meridian is bound. (iii) There is no litigation, investigation or proceeding pending or, to Meridian's knowledge, contemplated or threatened against Meridian that, if decided adversely to Meridian, would materially and adversely affect the value of the Property or Meridian's ability to perform Meridian's obligations under this Agreement or any other instrument or document related hereto. (iv) Meridian is not a "foreign person" as defined in Section 1445(f)(3) of the Code. (v) As of December 31, 1997, Meridian's adjusted tax basis in ...
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Organizational Representations. Throughout the Contribution and Servicing Agreement, all references to a "corporation" shall be deemed to include a limited liability company; all references to "corporate action" shall be deemed to include the actions of a limited liability company; all references to "incorporated" shall be deemed to include being
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Related to Organizational Representations

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

  • 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.

  • 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:

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

  • 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):

  • 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.

  • No Additional Representations (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

  • General Representations and Warranties The Contractor represents, warrants and covenants that: (i) The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. (ii) There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. (iii) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. (iv) The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. (v) The Contractor has adequate resources to fulfill its obligations under this Contract. (vi) Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees.

  • No Additional Representations and Warranties Except as provided in this Article V or in any certificate to be delivered by Parent or the Merger Subs in connection with this Agreement, none of Parent, the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parent, the Merger Subs, any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactions.

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

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