Representation and Undertakings Sample Clauses

Representation and Undertakings a. COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, material, information and data which it supplies to CONSULTANT and COMPANY acknowledges its awareness that CONSULTANT will rely on such continuing representation in disseminating such information and otherwise performing its functions hereunder.
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Representation and Undertakings a. Client shall be deemed to make a continuing representation of the accuracy of any and all material facts; material, information and data which it supplies to Consultant and Client acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its functions hereunder.
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Representation and Undertakings. 9.1 The Lessor represents and warrants to the Lessee on the date of this Master Lease Agreement and on each day for the duration of the Master Lease Agreement that it has the power to enter into and exercise its rights and perform and comply with its obligations under this Master Lease Agreement, each Lease, and each Specified Agreement, and this Master Lease Agreement, each Lease, and each Specified Agreement are or will be valid, legally binding and enforceable against the Lessor, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies:
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Representation and Undertakings. 8.1 The Lessor represents and warrants to the Lessee that Lessor has full power and authority to lease, deliver and sell the Lease Metal pursuant to this Master Lease Agreement. Any Lease Metal sold pursuant to this Master Lease Agreement shall be free and clear of any and all liens or other encumbrances.
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Representation and Undertakings. (i) Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as set forth in the Drag-Along Notice. Such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Sale, including, without limitation, as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind, the shares proposed to be transferred or sold by such Dragged Shareholders; and any violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which they are bound.
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Representation and Undertakings a. Client shall be deemed to make a continuing representation of the accuracy of any and all; materials, information and data which it supplies to Consultant and is contained in the public filings of the Client. Client acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its functions hereunder. Consultant acknowledges the information, data and materials will change with the passage of time and/or circumstances and, as a result, any such information should be verified by Consultant as to accuracy for any period of interest. b. Consultant, in the absence of notice in writing from Client, will rely on the continuing accuracy of material, information and data supplied by Client. c. Client shall cooperate fully and timely with Consultant to enable Consultant to perform its duties and obligations under this Agreement. d. The execution and performance of this Agreement by Client has been duly authorized by the Board of Directors of TMEG in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of Client. e. The performance by Client of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of Client or any contractual obligation by which Client may be bound. f. Consultant's activities pursuant to this Agreement or as contemplated by this Agreement do not constitute and shall not constitute acting as a securities broker or dealer under Federal or state securities laws; any contract between Client and a potential investor in Client shall be such that Consultant would be acting merely as a consultant with respect to such prospective investor obligations under this Agreement.
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Representation and Undertakings. 5.1 Both parties undertake that they have secured the qualification and authorization to sign this Agreement and fulfill their respective obligations under this Agreement, and their signing of this Agreement is in accordance with their respective rules and regulations and the regulatory requirements of their respective regulatory authorities;
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Related to Representation and Undertakings

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of Both Parties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that:

  • Representations and Warranties of All Parties Each Party represents and warrants to the other Party that (a) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any (i) term or condition of any agreement to which such person is a party or by which such Party may otherwise be bound or (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such Party.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Issuer The Issuer represents and warrants that:

  • Representations and Warranties of Dealer Dealer represents and warrants to Company on the date hereof that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Agent Agent represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Shareholder Servicing Agreement and to perform the services contemplated by this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents and warrants and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that:

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