Original Representations and Warranties Sample Clauses

Original Representations and Warranties. To induce the Banks to enter into this Agreement, each of the Borrowers jointly and severally represents and warrants to the Banks as follows: (A) Neither of the Borrowers is in default with respect to any of its existing Indebtedness, and the making and performance of this Agreement and the Notes will not (immediately, with the passage of time or the giving of notice, or any one or more of them): (1) Violate the certificate of incorporation or by-laws of either of the Borrowers, or violate any Laws or result in a default under any contract, agreement or instrument to which either of the Borrowers is a party or by which either of the Borrowers or its property is bound; or (2) Result in the creation or imposition of any security interest in, or lien or encumbrance upon, any of the assets of either of the Borrowers; (B) Each of the Borrowers has the power and authority to enter into and perform this Agreement and the Notes, and to incur the obligations herein and therein provided for, and has taken all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Notes; (C) This Agreement is, and the Notes when delivered will be, the valid, binding and enforceable obligations of each of the Borrowers in accordance with their respective terms; (D) Except as disclosed in Schedule 5.01(D) attached hereto, there is no pending order, notice, claim, litigation, proceeding or investigation against or affecting either of the Borrowers, whether or not covered by insurance, that would involve the payment of $100,000 or more individually if adversely determined; (E) Each of the Borrowers has good and marketable title to all of its assets, subject to no security interest, encumbrance or lien or the claim of any third person except for Permitted Liens; (F) The Financial Statements, including any schedules and notes pertaining thereto, have been prepared in accordance with generally accepted accounting principles consistently applied and fully and fairly present the consolidated financial condition of the Borrowers at the date thereof, and there have been no material adverse changes in the operations, financial condition, property, prospects or business of the Borrowers from the date thereof to the date hereof; (G) As at the Unaudited Financial Statements Date the Borrowers had no material Indebtedness of any nature, including without limitation liabilities for taxes and any interest or penalties relating thereto, except to the ...
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Original Representations and Warranties. In addition to any other representation and warranties contained herein, the Executive represented and warranted as of the effective date of the Prior Agreement that the representations and warranties made by the Executive in the Acquisition Documents (as defined below) do not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading and such representations and warranties shall continue to survive notwithstanding the termination of the Prior Agreement. The term “Acquisition Documents” shall mean the Investment Agreement, dated as of May 1, 2003 among U.N. Holdings LLC, Wind River Investment Corporation and Those Trusts Listed on Schedule A (the “Investment Agreement”), the Stockholders Agreement, dated as of May 1, 2003 among Wind River Investment Corporation and The Stockholders Listed on the Signature Pages (the “Shareholders Agreement”), and all attachments, exhibits and other documents appended thereto (including the “Disclosure Letter” as defined in the Investment Agreement), as amended from time to time.
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Original Representations and Warranties. 1. The representations and warranties contained in Articles V and VI of the Agreement, as amended by the First Amendment and the Second Amendment, shall continue to be deemed to be made as of March 14, 2001 and shall not, by reason of the First Amendment or the Second Amendment or otherwise, be deemed to have been made or remade at any later date (including the date of the First Amendment or the Second Amendment); provided, however, that the foregoing shall not affect the requirement that, as conditions to the Closing, the parties deliver at or prior to the Closing the certificates contemplated by Sections 9.5 and 10.5 of the Agreement, or the effectiveness of such certificates. 2. Each reference to "Transferred Leased Real Property" in Sections 5.6(a) and 5.7(b) of the Agreement is hereby deleted and replaced with "Original Transferred Leased Real Property." 3. Each reference to "Premises" in Article V and in Section 7.1(m) of the Agreement is hereby deleted and replaced with "Original Premises".
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Original Representations and Warranties. 3.2.1 It is acknowledged by the parties to this Agreement that the representations and warranties set out in Schedule 5 of this Agreement were given and made by the Borrower on or about the Completion Date and, subject to Clause 2 of the First Variation and Restatement Agreement and Clause 2 of the Second Variation and Restatement Agreement are not, nor shall they be deemed to be given, by the Borrower at any time thereafter.
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Original Representations and Warranties. After giving effect to the provisions of this Amendment, the representations and warranties of the Company set forth in Article 4 of the Credit Agreement and in each of the Prior Amendments remain true and correct as of the date hereof as if such representations and warranties had been made by the Company as of the date hereof.
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Original Representations and Warranties. 10 5.2. Continuing Representations and Warranties...................12 5.3. Survival....................................................12
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Original Representations and Warranties. To induce Lender to enter into this Agreement, Borrower represents and warrants to Lender as follows:
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Original Representations and Warranties. The representations and warranties of the Buyer contained in the Original Agreement were true and accurate when made and Seller is in compliance with its duties and obligations set forth in the Original Agreement as of the date hereof.
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Related to Original Representations and Warranties

  • 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.

  • 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.

  • 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.

  • 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.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Your Representations and Warranties You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Continuing Representations and Warranties The Borrowers jointly and severally represent and warrant to each Creditor that:

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