REPRESENTATIONS AND WARRANTIES 100 Sample Clauses

REPRESENTATIONS AND WARRANTIES 100. 5.01 Existence, Qualification and Power 100 5.02 Authorization; No Contravention 100 5.03 Governmental Authorization; Other Consents 100 5.04 Binding Effect 101 5.05 Financial Statements; No Material Adverse Effect 101 5.06 Litigation 101 5.07 No Default 101 5.08 Ownership of Property 102 5.09 Environmental Compliance 102 5.10 Insurance 103 5.11 Taxes 103 5.12 ERISA Compliance 103 5.13 Subsidiaries; Tax Identification Numbers 104 5.14 Margin Regulations; Investment Company Act 104 5.15 Disclosure 105 5.16 Compliance with Laws 105 5.17 Anti-Corruption Laws; Anti-Money Laundering Laws 105 5.18 Intellectual Property; Licenses, Etc. 105 5.19 OFAC; Designated Jurisdictions 106 5.20 Solvency 106 5.21 Casualty, Etc. 106 5.22 Unencumbered Properties 106 5.23 Subsidiary Guarantors 106 5.24 Affected Financial Institution 106 5.25 Covered Entities 106 5.26 Sustainability-Related Information 106 ARTICLE VI. AFFIRMATIVE COVENANTS 107 6.01 Financial Statements 107 6.02 Certificates; Other Information 109 6.03 Notices 111 6.04 Payment of Obligations 111 6.05 Preservation of Existence, Etc. 112 6.06 Maintenance of Properties 112 6.07 Maintenance of Insurance 112 6.08 Compliance with Laws 112 6.09 Books and Records 112 6.10 Inspection Rights 113 6.11 Use of Proceeds 113 6.12 Additional Unencumbered Properties; Additional Guarantors 113 6.13 Compliance with Environmental Laws 114
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REPRESENTATIONS AND WARRANTIES 100. 4.1 Financial Condition 100
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REPRESENTATIONS AND WARRANTIES 100. 7.1. Corporate Authority 100 §7.2. Governmental Approvals 101 §7.3. Title to Properties; Leases 101 §7.4. Financial Statements 101 §7.5. Litigation 101 §7.6. Compliance With Other Instruments, Laws, Etc 102 §7.7. Tax Status 102 §7.8. No Event of Default 102 §7.9. Holding Company and Investment Company Acts 102 §7.10. Absence of Financing Statements, Etc 102 §7.11. ERISA Compliance 102 §7.12. Environmental Compliance 103 §7.13. Disclosure 103 §7.14. Location of Chief Executive Office 104 §7.15. Debt Ratings 104 §7.16. Consolidated Subsidiaries 104 §7.17. OFAC; Anti-Corruption Laws and Anti-Money Laundering Laws 104 §7.18. Use of Proceeds 104 §7.19. No Affected Financial Institution 104 §7.20. Covered Entity 104 §7a. Representations as to Foreign Obligors 104 §8. AFFIRMATIVE COVENANTS OF THE BORROWERS 105 §8.1. Punctual Payment 105 §8.2. Maintenance of Chief Executive Office 105 §8.3. Records and Accounts 105 §8.4. Financial Statements, Certificates and Information 106 §8.5. Corporate Existence; Compliance with Laws, Other Agreements 108 §8.6. Maintenance of Properties 108 §8.7. Insurance 108 §8.8. Taxes 108 §8.9. Inspection of Properties, Books and Contracts 108 §8.10. Notice of Potential Claims or Litigation 109 §8.11. Notice of Default 109 §8.12. Use of Proceeds 109 §8.13. Debt Ratings 109 §8.14. Notice of any ERISA Event 109 §8.15. Further Assurances 109 §8.16. Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions 109 §9. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS 109 §9.1. Restrictions on Secured Indebtedness 109 §9.2. Restrictions on Liens 110 §9.3. Corporate Changes and Sales or Dispositions of Assets 111 §9.4. Leasebacks 112 §9.5. Limitation on Agreements 112
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REPRESENTATIONS AND WARRANTIES 100. 3.1 Organization; Powers 100
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REPRESENTATIONS AND WARRANTIES 100. Section 5.01 Existence, Qualification and Power 100 Section 5.02 Authorization; No Contravention 100 Section 5.03 Governmental Authorization; Other Consents 100 Section 5.04 Binding Effect 101 Section 5.05 Financial Statements; No Material Adverse Effect 101 Section 5.06 Litigation 102 Section 5.07 No Default, Borrowing Base Deficiency or NYGB Borrowing Base Deficiency. 102 Section 5.08 Ownership of Property 102 Section 5.09 Environmental Compliance 102 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Section 5.10 Insurance 103 Section 5.11 Taxes 103 Section 5.12 ERISA Compliance 103 Section 5.13 Margin Regulations; Investment Company Act 104 Section 5.14 Disclosure 105 Section 5.15 Compliance with Laws 105 Section 5.16 Solvency 105 Section 5.17 Casualty, Etc 105 Section 5.18 Sanctions and Anti-Corruption Concerns 105 Section 5.19 Responsible Officers 106 Section 5.20 Subsidiaries; Equity Interests; Loan Parties 106 Section 5.21 Collateral Representations 107 Section 5.22 Intellectual Property; Licenses, Etc 108 Section 5.23 Labor Matters 108 Section 5.24 Regulation H 108 Section 5.25 Immaterial Subsidiaries 109 Section 5.26 Government Regulation 109 Section 5.27 [Reserved] 109 Section 5.28 PATRIOT Act 110 Section 5.29 No Ownership/Use by Disqualified Persons 110 Section 5.30 Partnerships and Joint Ventures 110 Section 5.31 Consumer Protection 110 Section 5.32 Direct Payments 110 Section 5.33 Host Customer Agreements 111 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Section 5.34 Permits 111 Section 5.35 Senior Indebtedness 111 Section 5.36 Beneficial Ownership Certification 112 ARTICLE VI AFFIRMATIVE COVENANTS 112 Section 6.01 Financial Statements 112 Section 6.02 Certificates; Other Information 113 Section 6.03 Notices 116 Section 6.04 Payment of Obligations 117 Section 6.05 Preservation of Existence, Etc 117 Section 6.06 Maintenance of Properties 117 Section 6.07 Maintenance of Insurance 118 Section 6.08 Compliance with Laws 118 Section 6.09 Books and Records 118 Section 6.10 Inspection Rights 119 Section 6.11 Use of Proceeds 119 Section 6.12 [Reserved] 120 Section 6.13 Covenant to Guarantee Obligations 120 Section 6.14 Covenant to Give Security 120 Section 6.15 Further Assurances 122 Sec...
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REPRESENTATIONS AND WARRANTIES 100. SECTION 3.01 Existence, Qualification and Power; Compliance with Laws 100 SECTION 3.02 Authorization; No Contravention 100 SECTION 3.03 Governmental Authorization; Other Consents 100 SECTION 3.04 Binding Effect 101 SECTION 3.05 Financial Statements; No Material Adverse Effect 101 SECTION 3.06 Litigation 102 SECTION 3.07 No Default 102 SECTION 3.08 Ownership of Property; Liens 102 SECTION 3.09 Environmental Compliance 102 SECTION 3.10 Taxes 104 SECTION 3.11 ERISA; Plan Compliance 104 SECTION 3.12 Subsidiaries; Equity Interests 105 SECTION 3.13 Margin Regulations; Investment Company Act 105 SECTION 3.14 Disclosure 105 SECTION 3.15 Intellectual Property; Licenses, Etc. 106 SECTION 3.16 Solvency 106 SECTION 3.17 Subordination of Junior Financing 106 SECTION 3.18 Labor Matters 106 SECTION 3.19 Compliance with Laws and Agreements 107 SECTION 3.20 Security Documents 107 ARTICLE IV Conditions 107 SECTION 4.01 Conditions of Initial Credit Extension 107
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REPRESENTATIONS AND WARRANTIES 100. Section 5.01 Corporate Status, etc. 100 Section 5.02 Corporate Power and Authority, etc. 100 Section 5.03 No Violation 101 Section 5.04 Governmental Approvals 101 Section 5.05 Litigation 101 Section 5.06 Use of Proceeds; Margin Regulations 101 Section 5.07 Financial Statements, etc. 102 Section 5.08 Solvency 102 Section 5.09 No Material Adverse Change 103 Section 5.10 Tax Returns and Payments 103 Section 5.11 Title to Properties, etc. 103 Section 5.12 Lawful Operations, etc. 103 Section 5.13 Environmental Matters 104 Section 5.14 Compliance with ERISA 104 Section 5.15 Investment Company Act, etc. 105 Section 5.16 Insurance 105 Section 5.17 Burdensome Contracts; Labor Relations 105 Section 5.18 Security Interests 106 Section 5.19 True and Complete Disclosure 106 Section 5.20 Certain Indentures 107 Section 5.21 Defaults 107 Section 5.22 Anti-Terrorism Law Compliance 107
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Related to REPRESENTATIONS AND WARRANTIES 100

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • 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 Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the Apartment; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and Apartment and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the said Land, including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the Apartment to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

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