Program Manager Representations and Warranties Clause Samples
The "Program Manager Representations and Warranties" clause sets out the specific assurances and guarantees that the program manager makes to the other party in an agreement. Typically, these representations cover the program manager’s authority to enter into the contract, compliance with applicable laws, and the accuracy of information provided. For example, the program manager may warrant that it is duly organized, has no undisclosed legal issues, and will perform its duties in accordance with regulations. This clause is essential for allocating risk and ensuring that the program manager is legally and operationally capable of fulfilling its obligations, thereby protecting the interests of the other party.
Program Manager Representations and Warranties. Program Manager represents and warrants to Bank as follows:
(a) Program Manager is a corporation duly incorporated, validly existing and in good *** Confidential Treatment Requested standing under the laws of Delaware and is authorized to conduct business as defined within the Agreement in each state in which the nature of Program Manager’s activities hereunder makes such authorization necessary.
(b) Program Manager has the full power and authority to execute and deliver this Agreement, to perform all its obligations under this Agreement and other agreements which must be executed to effect the services contemplated herein. The provisions of this Agreement and the performance by Program Manager of its obligations under this Agreement are not in conflict with the Program Manager’s certificate of incorporation, bylaws or any other organizational document, agreement, contract, lease or obligation to which Program Manager is a party or by which it is bound.
(c) Except as otherwise disclosed, neither Program Manager nor any principal of Program Manager has been subject to the following:
(i) Criminal conviction (except minor traffic offenses and other ▇▇▇▇▇ offenses);
(ii) Any unpaid Federal or state tax lien;
(iii) Administrative or enforcement proceedings commenced by the Securities and Exchange Commission, any state securities regulatory authority, Federal Trade commission, federal or state bank regulator, or any other state or federal regulatory agency; or
(iv) Restraining order, decree, injunction, or judgment in any proceeding or lawsuit, alleging fraud or deceptive practice on the part of Program Manager or any principal thereof. For purposes of this subparagraph, the word “principal” shall include (x) any person directly or indirectly owning ten percent (10%) or more of Program Manager, (y) any officer or director of the Program Manager, or (z) any person actively participating in the control of Program Manager’s business.
(d) There is not pending, or to Program Manager’s actual knowledge threatened, against Program Manager any litigation or proceeding, judicial, tax or administrative, the outcome of which could reasonably be expected to have a Material Adverse Effect with respect to the continuing operations of Program Manager.
(e) Program Manager has, on or prior to the Effective Date, delivered to Bank complete and correct copies of its most recent balance sheets and related statements of income and cash flow. Program Manager’s financial statements, s...
Program Manager Representations and Warranties. Program Manager hereby represents and warrants to the Custodian and the Legal Title Trustee that:
(a) Program Manager (i) is a limited liability company duly organized and validly existing under the laws of Delaware, (ii) is in good standing under the laws of Delaware, (iii) has all requisite power, consents and approvals necessary to carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a material adverse effect; and (iv) is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure to so qualify would not be reasonably likely (either individually or in the aggregate) to have a material adverse effect.
(i) Program Manager has all necessary limited liability company or other power, authority and legal right to execute, deliver and perform its obligations under this Custodial Agreement; (ii) the execution, delivery and performance by Program Manager of this Custodial Agreement has been duly authorized by all necessary limited liability company or other action on its part; and (iii) this Custodial Agreement has been duly and validly executed and delivered by Program Manager.
Program Manager Representations and Warranties. Program Manager represents and warrants to Bank as follows:
(a) Program Manager is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and is authorized to conduct business as defined within the Agreement in each state in which the nature of Program Manager’s activities hereunder makes such authorization necessary.
(b) Program Manager has the full power and authority to execute and deliver this Agreement, to perform all its obligations under this Agreement and other agreements which must be executed to effect the services contemplated herein. The provisions of this Agreement and the performance by Program Manager of its obligations under this Agreement are not in conflict with the Program Manager’s certificate of incorporation, bylaws or any other organizational document, agreement, contract, lease or obligation to which Program Manager is a party or by which it is bound.
(c) Except as otherwise disclosed, neither Program Manager nor any principal of Program Manager has been subject to the following:
(i) Criminal conviction (except minor traffic offenses and other ▇▇▇▇▇ offenses);
(ii) Any unpaid Federal or state tax lien;
(iii) Administrative or enforcement proceedings commenced by the Securities and Exchange Commission, any state securities regulatory authority, Federal Trade commission, federal or state bank regulator, or any other state or federal regulatory agency; or
(iv) Restraining order, decree, injunction, or judgment in any proceeding or lawsuit, alleging fraud or deceptive practice on the part of Program Manager or any principal thereof.