Representations and Warranties - Assignee Sample Clauses

Representations and Warranties - Assignee. Assignee represents and warrants to Assignor and Vendor as of the Effective Date as follows: (a) The execution, delivery and performance of this Agreement by Assignee have been duly authorized by Assignee.
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Representations and Warranties - Assignee. Assignee represents and warrants that it has the legal right and capacity to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder; and that this Agreement has been duly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee, enforceable against it in accordance with its terms.
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Representations and Warranties - Assignee. At each Closing, the Assignee represents and warrants to the Assignor as follows:
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Representations and Warranties - Assignee. Assignee hereby represents and warrants to Assignor that (a) it is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and is qualified in each jurisdiction required in order to execute, deliver and perform this Agreement, (b) Assignee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement without the consent of any third party, and is authorized to execute, deliver and perform this Agreement, and the person or persons signing this Agreement on behalf of Assignee have been duly authorized to sign this Agreement on behalf of Assignee, (c) this Agreement constitutes a valid, legal and binding agreement of Assignee enforceable against Assignee in accordance with its terms subject to (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity, (d) all actions (including, without limitation, all internal approvals) necessary to authorize the execution, delivery, and performance of this 4641-007 Doc#45 Agreement on behalf of Assignee have been duly taken, and all such actions continue in full force and effect as of the date hereof, and Assignee has duly executed and delivered this Agreement, (e) there are no conditions precedent to the effectiveness of this Agreement as against Assignee that have not been satisfied or waived, (f) the execution and delivery of this Agreement and the performance of Assignee's obligations hereunder, will not (i) violate Assignee's organizational documents, (ii) constitute a default under, or result in the breach of, any material agreement or instrument to which Assignee is a party or to which any of Assignee's assets are subject, or (iii) to Assignee's knowledge, constitute a violation by Assignee of any statute, law or regulation that is applicable to Assignee, which, in each case, would materially and adversely affect Assignee's ability to carry out the transactions contemplated by this Agreement, and (g) Assignee satisfies one or more of the criteria set forth in the definition of “Qualified Transferee” in the Intercreditor Agreement.
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Related to Representations and Warranties - Assignee

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto 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 created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said 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, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale 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 Vendors confirm that the Vendors are 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 hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment 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 said Apartment; (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 Land to the Corporation till the Completion Certificate is issued; (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 Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

  • 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.

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