Representations and Warranties by the Sample Clauses

Representations and Warranties by the. Parties to this Agreement (1) If not an individual, it is duly formed and organized and validly existing under the laws of its jurisdiction of formation and that it has the organizational power and capacity to own its assets and to enter into and perform its obligations under this Agreement; (2) this Agreement has been duly authorized by such Party, and duly executed and delivered by it and, assuming the due authorization, and due execution and delivery, by the other Party hereto, constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies; and (3) the execution, delivery and performance of this Agreement does not and will not contravene the provisions of its articles, by-laws, constating documents or other organizational documents or the documents by which it was created or established or the provisions of any indenture, agreement or other instrument to which he or she or it is a party or by which he or she or it may be bound.

Representations and Warranties by the. Owner Trustee to ------------------------------------------------------ the Indenture Trustee. The Owner Trustee (not in its individual capacity, but --------------------- solely as trustee under the Trust Agreement) hereby represents and warrants to the Indenture Trustee as follows:

Representations and Warranties by the. Seller Seller hereby represents and warrants to Buyer the following:

Representations and Warranties by the. PaineWebber Trust and the Trust The PaineWebber Trust and the Trust each represents and warrants to the other that: (a) There are no legal, administrative or other proceedings or investigations against it, or, to its knowledge, threatened against it, that would materially affect its financial condition or its ability to consummate the transactions contemplated by this Agreement. It is not charged with, or to its knowledge, threatened with, any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

Representations and Warranties by the. CONTRACT SELLER

Representations and Warranties by the. SELLER, COMPANY AND GUARANTOR ----------------------------- In addition to and subject to all other terms of those representations and warranties made by the Sellers, Company and Guarantor in the original Agreement, the Seller, Company and Guarantor jointly and severally, hereby represent and warrant to Purchaser as follows:

Representations and Warranties by the. Issuer to the Indenture ------------------------------------------------------------- Trustee. The Issuer hereby represents and warrants to the Indenture Trustee as ------- follows:

Representations and Warranties by the. Offerors The Offerors jointly and severally represent and warrant to the Underwriters as of the date hereof, the Applicable Time referred to in Section 1(a)(2) hereof and as of the Closing Time (as defined below) and as of each Date of Delivery (as defined below), if any (in each case, a “Representation Date”), as follows:

Representations and Warranties by the. Parties to this Agreement (1) If the Party is a Shareholder, it owns beneficially and of record, as of the RTO Closing Date, the number of Shares expressed to be owned by it in Schedule A and such Shares are not subject to any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and, except as otherwise set out in this Agreement, that no Person has any rights to become a holder or possessor of any of such Shares or of the certificates representing the same; (2) it is duly formed and organized and validly existing under the laws of its jurisdiction of formation and that it has the corporate power and capacity to own its assets and to enter into and perform its obligations under this Agreement; (3) this Agreement has been duly authorized by such Party, and duly executed and delivered by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies; and (4) the execution, delivery and performance of this Agreement does not and will not contravene the provisions of its articles, by-laws, constating documents or other organizational documents or the documents by which it was created or established or the provisions of any indenture, agreement or other instrument to which he or she or it is a party or by which he or she or it may be bound.

Representations and Warranties by the. Trust The Trust represents and warrants that: 2.2.1 It is duly organized and in good standing under the laws of the State of Massachusetts. 2.2.2 All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio 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 that the minimum coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company. 2.2.3 It is registered as an open-end management investment company under the1940 Act. 2.2.4 Each class of shares of the Portfolios of the Trust is registered under the1933 Act. 2.2.5 It will amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. 2.2.6 It will comply, in all material respects, with the 1933 and 1940 Acts and the rules and regulations thereunder. 2.2.7 It is currently qualified as a “regulated investment company” under Subchapter M of the Code, it will make every effort to maintain such qualification, and will notify you immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.2.8 The Trust will use its best efforts to comply with the diversification requirements for variable annuity, endowment or life insurance contracts set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation 1.817-5. Upon having a reasonable basis for believing any Portfolio has ceased to comply and will not be able to comply within the grace period afforded by Regulation 1.817-5, the Trust will notify you immediately and will take all reasonable steps to adequately diversify the Portfolio to achieve compliance. 2.2.9 It currently intends for one or more classes of shares (each, a “Class”) to make payments to finance its distribution expenses, including service fees, pursuant to a plan (“Plan”) adopted under rule 12b-1 under the 1940 Act (“Rule 12b-l”), although it may determine to discontinue such practice in the future. To the extent that any Class of the Trust finances its distribution expenses pursuant to a Plan adopted under rule 12b-1, the Trust undertakes to comply with any then current SEC interpretations concerning rule 12b-1 or a...