REPRESENTATIONS AND WARRANTIES 51 Sample Clauses

REPRESENTATIONS AND WARRANTIES 51. Section 4.1. Existence; Power 51 Section 4.2. Organizational Power; Authorization 51 Section 4.3. Governmental Approvals; No Conflicts 51 Section 4.4. Financial Statements 52 Section 4.5. Litigation and Environmental Matters 53 Section 4.6. Compliance with Laws and Agreements 53 Section 4.7. Investment Company Act, Etc. 53 Section 4.8. Taxes 53 Section 4.9. Margin Regulations 53 Section 4.10. ERISA 54 Section 4.11. Ownership of Property 54 Section 4.12. Disclosure 54 Section 4.13. Labor Relations 55 Section 4.14. Subsidiaries 55 Section 4.15. Insolvency 55 Section 4.16. Representations and Warranties Relating to Accounts 55 Section 4.17. Acquisition Agreement 56 ARTICLE V AFFIRMATIVE COVENANTS 56 Section 5.1. Financial Statements and Other Information 56 Section 5.2. Notices of Material Events 58 Section 5.3. Existence; Conduct of Business 58 Section 5.4. Compliance with Laws, Etc. 58 Section 5.5. Payment of Obligations 59 Section 5.6. Books and Records 59 Section 5.7. Visitation, Inspection, Etc. 59 Section 5.8. Maintenance of Properties; Insurance 59 Section 5.9. Use of Proceeds and Letters of Credit 60 Section 5.10. Interest Rate Protection 60 Section 5.11. Cash Management 60 Section 5.12. Additional Subsidiaries. 61 Section 5.13. Additional Real Estate, Leased Locations 62 ARTICLE VI FINANCIAL COVENANTS 65 Section 6.1. Leverage Ratio 65 Section 6.2. Fixed Charge Coverage Ratio 65 Section 6.3. Minimum Excess Availability 65 Section 6.4. Minimum Cash Balance 65 Section 6.5. Minimum Consolidated Adjusted EBITDA 65 ARTICLE VII NEGATIVE COVENANTS 65 Section 7.1. Indebtedness and Preferred Equity. 65 Section 7.2. Negative Pledge 67 Section 7.3. Fundamental Changes 68 Section 7.4. Investments, Loans, Etc. 68 Section 7.5. Restricted Payments 69 Section 7.6. Sale of Assets 70 Section 7.7. Transactions with Affiliates 70 Section 7.8. Restrictive Agreements 71 Section 7.9. Sale and Leaseback Transactions 71 Section 7.10. Hedging Transactions 71 Section 7.11. Amendment to Material Documents 71 Section 7.12. Accounting Changes 72 ARTICLE VIII EVENTS OF DEFAULT 72 Section 8.1. Events of Default 72
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REPRESENTATIONS AND WARRANTIES 51. 8.1 Representations and Warranties 51 8.2 Survival of Representations and Warranties 58
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REPRESENTATIONS AND WARRANTIES 51. 11.1. Representations and Warranties of Each Party 51 11.2 Continuing Representations and Warranties 52 12.1. Company Covenants 52 12.2 Agency Covenant 55 13.1 Force Majeure Events 55 13.2 Responsibilities of the Parties during Force Majeure Event 56 13.3 Effect of Force Majeure Events 57 13.4 Change-in-Law 58 14.1 Indemnification by the Company 60 14.2 Indemnification by Agency 60 14.3 Indemnification Procedures 60 15.1 Company Events of Default 61 15.2 Agency Events of Default 63
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REPRESENTATIONS AND WARRANTIES 51. General Representations 52 3.1.1 Organization; Special Purpose 52 3.1.2 Proceedings; Enforceability 52 3.1.3 No Conflicts 52 3.1.4 Litigation 52 3.1.5 Agreements 53 3.1.6 Consents 53 3.1.7 Solvency 53 3.1.8 Employee Benefit Matters 53 3.1.9 Compliance with Legal Requirements 54 3.1.10 Perfection Representations 54 3.1.11 Business 55 3.1.12 Management 55 3.1.13 Financial Information 55
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REPRESENTATIONS AND WARRANTIES 51. SECTION 4.01. Representations and Warranties of the Borrower. 51
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REPRESENTATIONS AND WARRANTIES 51. 9.1. Reliance on Representations and Warranties of each Company and the Shareholders 51 9.2. Reliance on Representations and Warranties of Parent 51 ARTICLE X INDEMNIFICATION 52 10.1. Indemnification of Parent, Merger Subs and Surviving Corporations. 52 10.2. Indemnification of Shareholders 53 10.3. Procedure 53 10.4. Periodic Payments 55 10.5. Right of Set Off 55 10.6. Payment of Indemnification by Shareholders 55 10.7. Insurance 56 10.8. Survival of Indemnification Rights 56 ARTICLE XI DISPUTE RESOLUTION 56 11.1. Arbitration. 56 11.2. Waiver of Jury Trial; Exemplary Damages 58 11.3. Attorneys' Fees 58 ARTICLE XII TERMINATION 58 12.1. Termination Without Default 58 12.2. Termination Upon Default. 58 12.3. Survival 59 ARTICLE XIII MISCELLANEOUS 59 13.1. Notices 59 13.2. Amendments; No Waivers. 60 13.3. Ambiguities 60 13.4. Publicity 60 13.5. Expenses 60 13.6. Successors and Assigns 61 13.7. Governing Law 61 13.8. Counterparts; Effectiveness 61 13.9. Entire Agreement 61 13.10. Severability 61 13.11. Captions 61 13.12. Construction. 61 13.13. Shareholders’ Representative. 62 AGREEMENT AND PLANS OF MERGERS, dated as of March 15, 2006 (this “Agreement”), made by and among Accoona Corp., a Delaware corporation (“Parent”), SN Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“SN Merger Sub”), ZS Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“ZS Merger Sub” and together with SN Merger Sub, “Merger Subs” and each individually a “Merger Sub”), Skynet Communications Corp., a New York corporation (“Skynet”), Zylonet Systems Inc., a New Jersey corporation (“Zylonet” and together with Skynet, the “Companies”, and each individually a “Company”), the persons listed on Schedule I hereto (each individually a “Shareholder” and collectively, the “Shareholders”) and Axxxx Xxxxxxxx (“Bxxxxxxx”), in his capacity as Representative (as hereinafter defined). Each of Parent, Merger Subs, the Companies and the Shareholders may be individually referred to herein as a “Party”, or collectively, the “Parties”.
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REPRESENTATIONS AND WARRANTIES 51. Section 3.1 Corporate Existence and Power 51 Section 3.2 Corporate and Governmental Authorization; Contravention 51 Section 3.3 Enforceability 52 Section 3.4 Financial Information 52 Section 3.5 Litigation; No Material Adverse Effect 52 Section 3.6 Employee Benefit Plans 52 Section 3.7 Environmental Matters 53 Section 3.8 Taxes 53 Section 3.9 Investment Company Act 53 Section 3.10 Regulation U 53 Section 3.11 Solvency 53 Section 3.12 Compliance with Laws 53 Section 3.13 Disclosure 54 Section 3.14 OFAC 54
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REPRESENTATIONS AND WARRANTIES 51. Section 3.1 Corporate Existence and Power 51 Section 3.2 Corporate and Governmental Authorization; Contravention 51 Section 3.3 Enforceability 52 Section 3.4 Financial Information 52 Section 3.5 Litigation; No Material Adverse Effect 52 Section 3.6 Employee Benefit Plans 52 Section 3.7 Environmental Matters 53 Section 3.8 Taxes 53 Section 3.9 Investment Company Act 53 Section 3.10 Regulation U 53 Section 3.11 Solvency 53 Section 3.12 Compliance with Laws 53 Section 3.13 Disclosure 54 Section 3.14 OFAC 54 Section 3.15 Subsidiaries 54 Section 3.16 Title to Properties 54 Section 3.17 Material Agreements 54 ARTICLE 4. CONDITIONS PRECEDENT TO CLOSING DATE AND TO AVAILABILITY DATE 54 Section 4.1 Conditions to Effectiveness of this Agreement (Closing Date) 54
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Related to REPRESENTATIONS AND WARRANTIES 51

  • 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 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 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 BY BUYER Buyer hereby represents and warrant as follows:

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