REPRESENTATIONS AND W ARRANTIES Sample Clauses

REPRESENTATIONS AND W ARRANTIES. DEBTOR REPRESENTS AND WARRANTS TO SECURED PARTY THAT: 4.1. Debtor is a corporation duly organized, validly existing and in good standing under the law of the jurisdiction of its incorporation and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. 4.2. The execution, delivery and performance by Debtor of this Agreement have been duly authorized by all necessary corporate action of Debtor, and this Agreement constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms. 4.3. No authorization, consent, approval, license, exemption of, or filing or registration with, any governmental authority or agency, or approval or consent of any other Person, is required for the due execution, delivery or performance by Debtor of this Agreement. 4.4. The execution, performance and delivery of this Agreement, the Notes, and the transactions contemplated thereby are not and will not be in conflict with, or result in a breach of, or constitute a default under, any provision of any of the organizational documents of Debtor or any contract, agreement, mortgage, trust or other indenture to which Debtor is a party or is bound, or by any order, rule, regulation or law of any jurisdiction binding on Debtor
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REPRESENTATIONS AND W ARRANTIES. 17 Section 4.01 Incorporation, Good Standing and Due Qualification. ..............................17 Section 4.02 Corporate Power and Authority. ................................................................17 Section 4.03 Legally Enforceable Agreements.............................................................. .17 Section 4.04 No Violation.............................................................................................. .17 Section 4.05 Licenses, Approvals, etc. ...........................................................................17 Section 4.06 Litigation. ................................................................................................. ..18 Section 4.07 No Material Misstatement or Omission. ....................................................18 5516/54415-004 Current/11617188v10 -1- Case 08-12180-BLS Doc 12-2 Filed 09/24/08 Entered 09/24/08 07:50:23 Desc Exhibit B-1 Page 3 of 58 Section 4.08 Section 4.09 Section 4.10 Section 4.11 Section 4.12 Section 4.13 Section 4.14 Section 4.15 Section 4.16 Taxes. ........................................................................................................ .18 Liens.......................................................................................................... .18
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REPRESENTATIONS AND W ARRANTIES. 6.1 As an inducement to Sunglobe entering into and performing this Agreement, MHC hereby represents and warrants to Sunglobe as follows: (a) MHC is a corporation duly organized and validly existing and is in good standing under the laws of the Cayman Islands. (b) MHC has full power and authority to enter into this Agreement and carry out the transactions contemplated hereunder. MHC has taken all necessary action required by law, its [articles of incorporation and by-laws] and otherwise to authorize the execution and performance of this Agreement, and this Agreement is a valid and binding obligation of MHC enforceable in accordance with its terms. (c) The execution, delivery and performance of this Agreement does not and will not violate any provision of the articles of incorporation of MHC, except as disclosed to Sunglobe prior to the date of this Agreement, any provision of any agreement or commitment to which MHC is a party, or which is applicable to MHC, or to its knowledge violate any statute, law, regulation or rule or any judicial or administrative judgment, decree or order to which it is a party or is subject. (d) No consent, order, permit, or other authorization, approval or similar action is required from any party, court, governmental authority or agency for MHC to enter into this Agreement and assume the responsibilities assigned to it hereunder. 6.2 As an inducement to MHC entering into and performing this Agreement, Sunglobe hereby represents and warrants to MHC as follows: (a) Sunglobe is a corporation duly organized and validly existing and is in good standing under the laws of the State of Delaware, United States of America. (b) Sunglobe has full power and authority to enter into this Agreement and carry out the transactions contemplated hereunder. Sunglobe has taken all necessary action required by law, its articles of incorporation and by-laws and otherwise to authorize the execution and performance of this Agreement, and this Agreement is a valid and binding obligation of Sunglobe enforceable in accordance with its terms. (c) The execution, delivery and performance of this Agreement does not and will not violate any provision of the articles of incorporation or by-laws of Sunglobe, any provision of any agreement or commitment to which MHC is a party, or which is applicable to Sunglobe, or to its knowledge violate any statute, law, regulation or rule or any judicial or administrative judgment, decree or order to which it is a party or is ...
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REPRESENTATIONS AND W ARRANTIES. In consideration of the State entering into this Contract, the Contractor hereby represents and warrants to the State as follows:
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REPRESENTATIONS AND W ARRANTIES. The N ew Party hereby represents and warrants that (a) the representations and warranties made by it as a Party to the Agreem ent are true and correct in all material respects on and as o f the date hereof and (b) that [it is a BHCA Affiliate o f a Covered Entity that is a Party to the Agreement] [it is a Consolidated Affiliate o f a Counterparty Entity that is a Party to the Agreement]. Each reference to a Party in the Agreem ent shall be deemed to include the New Party.
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REPRESENTATIONS AND W ARRANTIES. Any representation or warranty of the Borough hereunder w as false or inaccurate in any material respect when made, and the legality of th is Service Contract or the ability of the Borough to carry out its obligations hereunder is thereby adversely affected;
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REPRESENTATIONS AND W ARRANTIES. To induce the Lender to enter into this Agreement and to make the Loans, the Borrower represents and warrants to the Lender (which representations and warranties shall survive the delivery of the Note) that:
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REPRESENTATIONS AND W ARRANTIES. Any representation or warranty of the Lessor hereunder was false or inaccurate in any material respect when made, and the legality of this Lease Agreement or the ability of the Lessor to carry out its obligations hereunder is thereby adversely affected;
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REPRESENTATIONS AND W ARRANTIES. 5 6. TERMINATION .................................................................................................................. 5
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Related to REPRESENTATIONS AND W ARRANTIES

  • 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.

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

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

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

  • 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.

  • Representations and Warranty 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and (d) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by us. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 You declare that all payments to us, including but not limited to, taxes and social insurance, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to it. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

  • 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.

  • 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.

  • 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.

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

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