Representations and Warranties Agreement Sample Clauses

Representations and Warranties Agreement. The Representations and Warranties Agreement, dated as of May 26, 2006, by and between the Depositor and the Sponsor, a copy of which is attached hereto as Exhibit S.
AutoNDA by SimpleDocs
Representations and Warranties Agreement. The Representations and Warranties Agreement, dated as of March 29, 2007, between the Depositor and the Sponsor, a copy of which is attached hereto as Exhibit CC.
Representations and Warranties Agreement. As a material condition to the Transaction, Regis Netherlands and the FP Group undertake to make and grant to each other and to the Combined Entity, on the Closing Date, representations and warranties as to the assets and liabilities contributed to the Combined Entity as well as on the existing assets and liabilities of the Combined Entity itself on the Closing Date, in conformity with the form of Representations and Warranties Agreements (and their exhibits and schedules) attached hereto as Schedule 4.3 (i) and Schedule 4.3 (ii). The Parties agree that the disclosures and related schedules provided for in the form of Representations and Warranties Agreements attached as Schedule 4.3 (i) and Schedule 4.3 (ii) may be updated provided however that:
Representations and Warranties Agreement. Each Guarantor hereby represents and warrants that: (i) it has all requisite limited partnership power and authority to execute, deliver and perform this Guarantee and the execution, delivery and performance of this Guarantee have been duly authorized by all necessary action and do not contravene any provision of such Guarantor’s organizational documents or any applicable Law or contractual restriction binding on such Guarantor or its assets; (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Guarantee by such Guarantor (collectively, the “Required Approvals”) have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this Guarantee; (iii) this Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms; (iv) such Guarantor has, and will continue to have throughout the term of this Guarantee, the financial capacity and available funds or uncalled capital to pay and perform its obligations under this Guarantee; and (v) the execution, delivery and performance by such Guarantor of this Guarantee do not and will not (a) violate such Guarantor’s organizational documents or (b) violate any applicable Law. Each Guarantor agrees and covenants that it shall (a) maintain in full force and effect all Required Approvals, (b) obtain any such consents, approvals, authorizations or permits, or make any filings with or notifications that may become necessary in the future and will comply in all respects with all applicable Laws and Orders to which it may be subject if failure to so comply would impair its ability to perform its obligations under this Guarantee, and (c) not institute, and shall cause each of its Affiliates not to institute, directly or indirectly, any action or bring any other claim asserting that this Guarantee is illegal, invalid or unenforceable in accordance with its terms.
Representations and Warranties Agreement. The Representations and Warranties Agreement, dated as of November 28, 2006, between the Depositor and MSMC, a copy of which is attached hereto as Exhibit O.
Representations and Warranties Agreement. The Representations and Warranties Agreement, dated as of July 30, 2004, by and between the Depositor and the Purchaser.
Representations and Warranties Agreement. The Representations and Warranties Agreement, dated as of the Closing Date, between the Depositor and the Sponsor, a copy of which is attached hereto as Exhibit Y.
AutoNDA by SimpleDocs
Representations and Warranties Agreement. The Agreement regarding the Bills of Sale, dated as February 9, 2001, between Universal and the Indenture Trustee, as such agreement may be amended, modified and supplemented from time to time in accordance with its terms.
Representations and Warranties Agreement. Each Guarantor hereby represents and warrants that:

Related to Representations and Warranties Agreement

  • Representations and Warranties; Agreements The Existing Lender hereby: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to increase its Commitment, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender (including, without limitation, any obligations of it, if any, under Section 2.06(c) of the Credit Agreement).

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • 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 ALPS ALPS represents and warrants to the Fund that:

  • 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 DEBTOR Debtor represents and warrants and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that:

  • Representations and Warranties, Acknowledgments, and Agreements The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, Series #TICKER and the Manager as follows:

  • Representations and Warranties of RPS RPS represents and warrants to the Fund 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; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!