Other Representations and Warranties. CMSI represents and warrants to the Senior Underwriter that:
(a) Each of the offered senior certificates will, when issued, be a “mortgage related security,” as defined in section 3(a)(41) of the Exchange Act, and each of the offered senior certificates, when validly authenticated, issued and delivered in accordance with the Pooling Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling Agreement.
(b) Compliance by CMSI with the provisions of this Agreement and the Pooling Agreement do not, and will not on the closing date, conflict with CMSI’s certificate of incorporation or by-laws or any contract to which CMSI is a party.
(c) On the closing date, each of this Agreement and the Pooling Agreement will have been duly authorized, executed and delivered by CMSI and, assuming the valid execution of such agreements by the other parties, each such agreement will constitute a valid and binding agreement of CMSI enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles.
(d) CMSI has been duly organized and is validly existing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.
Other Representations and Warranties. Each of the representations and warranties made by any Credit Party in or pursuant to the Credit Agreement and the Other Documents are true and correct in all material respects (or, if such representation and warranty is, by its terms, limited by materiality (including a Material Adverse Effect), then such representation and warranty are true in all respects) on and as of the date hereof as if made on and as of the date hereof (except to the extent any such representation or warranty specifically relates to a certain prior date).
Other Representations and Warranties. Except as disclosed in schedules attached to this Agreement, the execution, delivery, and performance of this Agreement by each Party, the consummation of the transactions contemplated hereby, and the compliance with the provisions hereof will not, to the best of each Party’s knowledge and belief:
(i) violate any applicable Law/Regulation, judgment, decree or award;
(ii) contravene the organizational documents of a Party; or
(iii) result in a violation of a term or provision, or constitute a default or accelerate the performance of an obligation under any contract or agreement executed by a Party hereto.
Other Representations and Warranties. Each Sponsor Person hereby represents and warrants (severally and not jointly as to itself only) to Purchaser, New Pubco and the Company as follows: (i) if such Person is not an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Person’s corporate, limited liability company or other organizational powers and have been duly authorized by all necessary corporate, limited liability company or other organizational actions on the part of such Person; (ii) if such Person is an individual, such Person has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform its obligations hereunder; (iii) this Sponsor Agreement has been duly executed and delivered by such Person and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such Person, enforceable against such Person in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies); (iv) the execution and delivery of this Sponsor Agreement by such Person do not, and the performance by such Person of its obligations hereunder will not, (A) if such Person is not an individual, conflict with or result in a violation of the organizational documents of such Person, or (B) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon such Person or such Person’s Covered Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Person of its obligations under this Sponsor Agreement; (v) there is no Action pending or, to the knowledge of such Person, threatened against such Person before (or, in the case of a threatened Action, that would be before) any arbitrator or any Governmental Entity, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Person of its obligations under this ...
Other Representations and Warranties. The Ceding Company hereby makes the following representations and warranties:
Other Representations and Warranties. (a) Borrower represents and warrants that each of the representations and warranties given or to be given by Borrower, BTITC, or any Subsidiary of Borrower in connection with the Related Transactions Documents are true and correct in all material respects as of the date hereof, and such representations and warranties are hereby incorporated herein by this reference as of such dates with the same effect as though set forth in their entirety herein. Neither Borrower, BTITC, nor any other party to any Related Transactions Documents is in default in the performance or compliance with any provision thereof. The Related Transactions Documents each comply with, and the transactions contemplated thereby have or will be consummated in accordance with all Applicable Law. Each of the Related Transactions Documents is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over Borrower, BTITC or the other parties referenced therein, with respect to the transactions contemplated by the Related Transactions Documents, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated thereby in the conduct by Borrower or BTITC of their business thereafter.
(b) Notwithstanding anything in the Related Transactions Documents to the contrary, the representations and warranties of Borrower, BTITC, or any Subsidiary of Borrower in the Related Transactions Documents incorporated in this Agreement by subsection 3.27(A) shall, solely for the purposes of this Agreement, survive the execution and delivery of the Related Transactions Documents, the execution and delivery of this Agreement and the other Loan Documents, the making of the Loans hereunder and the execution and delivery of the BTITC Senior Notes.
Other Representations and Warranties. All representations and warranties of the Transaction Parties (and, as applicable, Par LLC) set forth in Section 3 of the First Lien ISDA Master Agreement (including the Additional Representations in Part 14), the Collateral Agreement and the Guarantees are true and correct in all material respects to the same extent as though made, as applicable, on the date hereof and on the Effective Date, except (a) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, and (b) to the extent that such representations and warranties are qualified as to “materiality” or “material adverse effect” (or words of like import) shall be satisfied in all respects as so qualified).
Other Representations and Warranties. Each of the representations and warranties (as amended hereby) made by the Borrower in Article 3 of the Credit Agreement are true and correct on and as of the Eighth Amendment Closing Date (except those representations and warranties that address matters only as of a particular date, which are true and correct as of that date), and are incorporated herein as though fully set forth. CONDITIONS PRECEDENT
Other Representations and Warranties. Each of the Issuer and HIG (in its capacity as Servicer and Operator) represents and warrants to the Indenture Trustee for the benefit of the Noteholders as of the Closing Date as follows:
(a) HIG (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) has all licenses necessary to service the Pledged Contract Receivables pursuant to this Indenture, (iv) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified and in good standing would not have a Material Adverse Effect and (v) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, individually or in the aggregate, have a Material Adverse Effect; HGSC
(i) is a general partnership organized and existing under the laws of the State of Delaware, (ii) has the full partnership power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged and (iii) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, individually or in the aggregate, have a Material Adverse Effect.
(b) It (i) has the corporate or partnership power and authority to make, deliver and perform each Basic Note Document to which it is a party, (ii) has taken all necessary action to authorize the execution, delivery and performance of each Basic Note Document to which it is a party and (iii) has duly executed and delivered each Basic Note Document to which it is a party.
(c) The execution, delivery and performance of each Basic Note Document to which it is a party will not violate any Requirement of Law or Contractual Obligation of it except for violations that would not have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien (other than Permitted Liens and Liens created by the Basic Documents) on any of its properties or revenues pursuant to any such Requirement of Law or Contractual Obligati...
Other Representations and Warranties. Grantor represents and warrants to Grantee as follows:
(a) Grantor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Grantor is duly authorized to transact business in and is in good standing under the laws of the State of Georgia;
(b) The execution, delivery and performance by Grantor of the Loan Documents are within Grantor’s power and authority and have been duly authorized by all necessary action;
(c) This Deed to Secure Debt is, and each other Loan Document to which Grantor is a party will, when delivered hereunder, be valid and binding obligations of Grantor enforceable against Grantor in accordance with their respective terms, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights;
(d) The execution, delivery and performance by Grantor of the Loan Documents will not contravene any contractual or other restriction binding on or affecting Grantor and will not result in or require the creation of any lien, security interest, other charge or encumbrance (other than pursuant hereto) upon or with respect to any of its properties;
(e) The execution, delivery and performance by Grantor of the Loan Documents does not contravene any applicable law;
(f) No authorization, approval, consent or other action by, and no notice to or filing with, any court, governmental authority or regulatory body is required for the due execution, delivery and performance by Grantor of any of the Loan Documents or the effectiveness of any assignment of any of Grantor’s rights and interests of any kind to Grantee;
(g) No part of the Property, Chattels, or Intangible Personalty is in the hands of a receiver, no application for a receiver is pending with respect to any portion of the Property, Chattels, or Intangible Personalty, and no part of the Property, Chattels, or Intangible Personalty is subject to any foreclosure or similar proceeding;
(h) Grantor has not made any assignment for the benefit of creditors, nor has Grantor filed, or had filed against it, any petition in bankruptcy;
(i) There is no pending or, to the best of Grantor’s knowledge, threatened, litigation, action, proceeding or investigation, including, without limitation, any condemnation proceeding, against Grantor or the Property before any court, governmental or quasi-governmental, arbitrator or other authority;
(j) Grantor is a “non-foreign person” within the meaning of Sections...
