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 3.1 Representations and Warranties of Pure LP and Pure GP 25 Section 3.2 Representations and Warranties of the Purchaser 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. 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. Corporate, Limited Liability Company or Partnership Existence and Power 25
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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. Clause 7.1 Mutual Representations and Warranties 25 Clause 7.2 Further Representations and Warranties of the Concessioning Authority 25 Clause 8.1 Requirements 26 Clause 9.1 Development of the Facility 26 Clause 9.2 Management of the Facility 27 Clause 9.3 Personnel – Staff & Labour 28 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. 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 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 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 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 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 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 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 XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

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