REPRESENTATIONS AND WARRANTIES 25 Sample Clauses

REPRESENTATIONS AND WARRANTIES 25. Section 4.01. Corporate Status 25 Section 4.02. Power and Authorization 25 Section 4.03. Execution and Binding Effect 25 Section 4.04. Governmental Approvals 25 Section 4.05. Absence of Conflicts 26 Section 4.06. Financial Statements 26 Section 4.07. Absence of Undisclosed Liabilities 26 Section 4.08. Accurate and Complete Disclosure 26 Section 4.09. Regulatory Restrictions 27 Section 4.10. Litigation 27 Section 4.11. Absence of Events of Default 27 Section 4.12. Insurance 27 Section 4.13. Tax Status 27 Section 4.14. Employee Benefits 27 Section 4.15. Environmental 28 Section 4.16. No Margin Stock 28 Section 4.17. Compliance with Related Documents 28 Section 4.18. Subsidiaries 28 Section 4.19. Relevant Indebtedness 28 Section 4.20. Anti-Terrorism Laws 28 Section 4.21. Tax-Exempt Status of Bonds 29 ARTICLE V AFFIRMATIVE AND NEGATIVE COVENANTS OF THE BORROWER 29 Section 5.01. Reporting Requirements 29 Section 5.02. Insurance 31 Section 5.03. Payment of Taxes and Other Potential Charges and Priority Claims 31 Section 5.04. Preservation of Corporate Status 31 Section 5.05. Governmental Approvals and Filings 32 Section 5.06. Maintenance of Properties 32 Section 5.07. Avoidance of Other Conflicts 32 Section 5.08. Books and Records; Inspection Rights 32 Section 5.09. Use of Proceeds 33 Section 5.10. Conduct of Business 33 Section 5.11. Maintenance of Church Plans and Plans 33 Section 5.12. Environmental Compliance 33 Section 5.13. Incorporation of Covenants 33 Section 5.14. Further Assurances 34 Section 5.15. Financial Covenants 34 Section 5.16. Maintenance of Rating 35 Section 5.17. Negative Covenants of the Borrower 35 Section 5.18. Liens 37 Section 5.19. Anti-Terrorism Laws 37 ARTICLE VI EVENTS OF DEFAULT 38 Section 6.01. Events of Default 38 Section 6.02. Consequences of an Event of Default 40 Section 6.03. Remedies Cumulative; Solely for the Benefit of Lender 41 Section 6.04. Waivers or Omissions 41 Section 6.05. Discontinuance of Proceedings 41 ARTICLE VII INDEMNIFICATION 42 Section 7.01. Indemnification 42 Section 7.02. Survival 42 ARTICLE VIII MISCELLANEOUS 42 Section 8.01. Patriot Act Notice 42 Section 8.02. Further Assurances 43 Section 8.03. Amendments and Waivers; Enforcement 43 Section 8.04. No Implied Waiver; Cumulative Remedies 43 Section 8.05. Notices 43 Section 8.06. Intentionally Left Blank 45 Section 8.07. No Third-Party Rights 45 Section 8.08. Severability 45 Section 8.09. Governing Law; Consent To Jurisdiction; Waiver of Jury Trial 45 Section...
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REPRESENTATIONS AND WARRANTIES 25. Section 4.1 Representations and Warranties of Each Stockholder 25 Section 4.2 Representations and Warranties of the Corporation 26 ARTICLE V MISCELLANEOUS 26 Section 5.1 Notices 26 Section 5.2 Severability 27 Section 5.3 Counterparts 27 Section 5.4 Entire Agreement; No Third Party Beneficiaries 27 Section 5.5 Further Assurances 28 Section 5.6 Expenses 28 Section 5.7 Governing Law; Equitable Remedies 28 Section 5.8 Consent To Jurisdiction 28 Section 5.9 Amendments; Waivers 29 Section 5.10 Assignment 29 Section 5.11 Stockholder Transfers 29 REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 1, 2022, among (i) Apollo Global Management, Inc., a Delaware corporation (the “Corporation”), (ii) Xxxxx X. Xxxxxxxx (“Stockholder A”), (iii) KRT Investments, LLC, a Delaware limited liability company (“KRT Investments”), (iv) KRT Delaware LLC, a Delaware limited liability company (“KRT Delaware”), (v) Xxxxxxxx Children’s Trust (“KCT”), (vi) HCM APO Series LLC, Series A (“HCM APO, Series A”), (vii) HCM APO Series LLC, Series B (“HCM APO, Series B”), (viii) HCM APO Series LLC, Series C (“HCM APO, Series C”), (ix) KRT Investments VII, LLC, a Delaware limited liability company (“KRT Investments VII”), (x) KRT Investments IX LLC, a Delaware limited liability company (“KRT Investments IX”), (xi) Xxxxxxxx Descendants GST-Exempt Trust (“Xxxxxxxx Descendants”), (xii) Xxxxx X. Xxxxxx (“Stockholder B”), (xiii) Zelter APO Series LLC, a Delaware limited liability company (“Zelter APO”), (xiv) The Xxxxx and Xxxxxx Xxxxxx GST Exempt Family Trust (“Xxxxx and Xxxxxx Trust”), (xv) GST-Exempt Omnibus Trust Under The Zelter 2021 Omnibus Trust Agreement (“Omnibus Trust”), (xvi) JVZ Foundation (“JVZ”), and (xvii) The Xxxxx X. Xxxxxx 2021 GRAT No. 1 (the “Zelter GRAT”, and collectively with Stockholder A, KRT Investments, KRT Delaware, KCT, HCM APO, Series A, HCM APO, Series B, HCM APO, Series C, KRT Investments VII, KRT Investments IX, Xxxxxxxx Descendants, Stockholder B, Zelter APO, Xxxxx and Xxxxxx Trust, Omnibus Trust and JVZ, the “Stockholders”).
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REPRESENTATIONS AND WARRANTIES 25. Section 6.01 Representations and Warranties of the FM Parties 25 Section 6.02 Representations and Warranties of Cxxxxx 25 Section 6.03 Representations and Warranties of PCT and Pneumo Abex 26
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REPRESENTATIONS AND WARRANTIES 25. SECTION 4.01 Corporate, Limited Liability Company or Partnership Existence and Power 25
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REPRESENTATIONS AND WARRANTIES 25. Section 3.1 Representations and Warranties of Pure LP and Pure GP 25 Section 3.2 Representations and Warranties of the Purchaser 26 ARTICLE 4 COVENANTS 26 Section 4.1 Conduct of Business of Pure LP 26 Section 4.2 Performance of Obligations 32 Section 4.3 Access to Information; Confidentiality 34 Section 4.4 Stock Exchange Delisting 34 Section 4.5 Public and Employee Communications 34 Section 4.6 Insurance and Indemnification 35 Section 4.7 Transaction Litigation 37 Section 4.8 Notice and Cure Provisions 37 Section 4.9 Privacy Matters 38 Section 4.10 Cooperation Regarding Existing Loans 39 Section 4.11 Permitted Post-Acquisition Disposition and Other Matters 40 Section 4.12 Pure Debentures 41 Section 4.13 Pure Plans 41 Section 4.14 Sponsor Financing 41 Section 4.15 Financing Cooperation 43 Section 4.16 Tax Treatment of the Arrangement 44 Section 4.17 Tax Representation Letter 45
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REPRESENTATIONS AND WARRANTIES 25. Clause 7.1 Mutual Representations and Warranties 25 Clause 7.2 Further Representations and Warranties of the Concessioning Authority 25 ARTICLE 8: AUDITING 26 Clause 8.1 Requirements 26 ARTICLE 9: DEVELOPMENT & MANAGEMENT 26 Clause 9.1 Development of the Facility 26 Clause 9.2 Management of the Facility 27 Clause 9.3 Personnel – Staff & Labour 28 ARTICLE 10: INFORMATION 29 Clause 10.1 Financial Information 29 Clause 10.2 Development Period Reports 29 Clause 10.3 Management Period Reports 29 Clause 10.4 Additional Information 30 Clause 10.5 Other Project and Financial Information 30
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REPRESENTATIONS AND WARRANTIES 25. 1. The Client represents and warrants to the Company, and agrees that each such representation and warranty is deemed repeated each time the Client gives an Instruction or Request by reference to the circumstances prevailing at such time, that: (a) the information provided by the Client to the Company in the “Complete your Profile” Form and the Operative Agreements and/or any subsequent form and/or document provided at the time of registration, and at any time thereafter is true, valid, authentic, accurate and complete in all material respects; (b) the Client has read and fully understood the terms of the Operative Agreements including the Risk Disclosure; (c) the Client is duly authorized to enter into the Operative Agreements, to give Orders, Instructions and requests and to perform its obligations thereunder; (d) the Client acts as Principal and not as agent or representative or trustee or custodian on behalf of someone else. The Client may act on behalf of someone else only if the Company specifically consents to this in writing and provided all the documents required by the Company for this purpose are received; (e) the Client is an individual who has completed a “Complete your Profile” Form or, if the Client is a company, the person who has completed “Complete your Profile” Form on the Client’s behalf is duly authorized to do so; (f) if the Client is a company, the Client is duly and lawfully registered and existing under the laws of the jurisdiction of its incorporation; (g) all actions performed under the Operative Agreements shall not violate the applicable regulations or any law, ordinance, charter, by-law or rule applicable to the Client or to the jurisdiction in which the Client is resident, or any agreement by which the Client is bound or by which any of the Client’s assets are affected; (h) the Client consents to the provision of the information of the Operative Agreements by means of the Website and/or any other means which the Company chooses at its sole discretion; (i) the Client confirms that he/she has regular access to the internet and consents the Company provides him/her with information, including, without limitation, information about amendments to the terms and conditions, costs, fees, the Operative Agreements, Policies and
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Related to REPRESENTATIONS AND WARRANTIES 25

  • 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 THE BUYER AND THE TRANSITORY SUBSIDIARY.....................................................26 3.1 Organization, Qualification and Corporate Power........................26 3.2 Capitalization.........................................................26 3.3

  • 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 by You You represent and warrant that:

  • 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 ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

  • 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:

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