Representations and Warranties by the Guarantor Sample Clauses

Representations and Warranties by the Guarantor. The Guarantor represents and warrants to each Underwriter as of the date hereof (which corresponds to the Time of Sale) and as of the Closing Time and as of the Date of Delivery, if applicable, and agrees with each Underwriter, as follows:
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Representations and Warranties by the Guarantor. To induce the Lenders to make the Loans, Prologis makes the following representations and warranties:
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Representations and Warranties by the Guarantor. 2.1 The Guarantor hereby represents and warrants to the Creditor that:
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Representations and Warranties by the Guarantor. The Guarantor represents and warrants to the Guarantee Beneficiaries as follows, and acknowledges that the Guarantee Beneficiaries are relying on such representations and warranties in entering into the Credit Agreement and making the Credit Facility available to the Borrower:
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Representations and Warranties by the Guarantor. The Guarantor represents and warrants as follows:
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Representations and Warranties by the Guarantor. 2.1 The Guarantor hereby represents and warrants to the Security Agent (for the benefit of itself and the other Secured Parties) that:
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Representations and Warranties by the Guarantor. 3.1 The Guarantor is an independent civil entity duly incorporated and existing with a full capacity to exercise all essential rights, perform in his own name obligations under this Contract, and undertake civil responsibilities.
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Representations and Warranties by the Guarantor. The Guarantor makes the following representations and warranties:
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Representations and Warranties by the Guarantor. 2.1 The Guarantor hereby represents and warrants to SLKGM, and SLKGM has relied on such representation and warranty that: (a) the Guarantor is duly incorporated and is a validly existing company under the laws of its place of incorporation, has the capacity to sue or be sued in its own name and has power to carry on its business as now being conducted and to own its property and other assets; (b) the Guarantor has full power and authority to execute, deliver and perform its obligations under this Guarantee and no limitation on the powers of the Guarantor will be exceeded as a result of the Guarantor entering into this Guarantee; (c) the execution, delivery and performance by the Guarantor of this Guarantee and the performance of its obligations under this Guarantee have been duly authorised by all necessary corporate action and do not contravene or conflict with: (i) the Guarantor's memorandum and articles of association or other equivalent constitutional documents; or (ii) any existing law, statute, rule or regulation or any judgement, decree or permit to which the Guarantor is subject; or (iii) the terms of any agreement or other document to which the Guarantor is a party or which is binding upon it or any of its assets; and 3 GUARANTEE AND INDEMNITY 3.1 As consideration of SLKGM entering into the Clearing Agreement with the Customer the Guarantor irrevocably and unconditionally undertakes the obligations and liabilities set out in clause 3.2 and clause 3.3. 3.2 The Guarantor irrevocably and unconditionally guarantees: 68 SLK Global Markets Ltd <PAGE> (a) to pay to SLKGM on demand, and in the currency in which the same falls due for payment, all monies and liabilities which are now or at any time hereafter shall have [been advanced to] become due, owing or incurred by the Customer to or in favour of SLKGM under or in connection with any of the Agreements; and (b) the due and punctual performance and discharge by the Customer of all of its obligations and liabilities under each of the Agreements;. 3.3 The Guarantor, as a principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 3.2, irrevocably and unconditionally agrees to indemnify SLKGM in full on demand against all losses, costs and expenses suffered or incurred by SLKGM arising from or in connection with any of: (a) SLKGM making available its services under the Agreements; or (b) SLKGM entering into any of the Agreements; (c) any of...
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Related to Representations and Warranties by the Guarantor

  • Representations and Warranties of the Guarantor The Guarantor represents and warrants as follows:

  • Representations and Warranties by the Borrower To induce the Bank to enter into this agreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its Organizational Documents, (c) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (d) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid and binding agreements of those Persons, enforceable according to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (e) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, (t) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (g) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (h) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, (i) it is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (k) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted, and (l) the execution and delivery of this agreement and the other Related Documents to which it is a party and the performance of the obligations they impose, ifthe Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

  • REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS Each Guarantor represents and warrants to each Holder that:

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows:

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Trust The Trust represents and warrants that:

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

  • Representations and Warranties of the Grantor The Grantor represents --------------------------------------------- and warrants to the Grantee that: (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option, will be duly authorized, validly issued, fully paid and non-assessable and free of any lien, security interest or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act, the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby do not require the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, require a consent or waiver under, result in a breach of or the acceleration of any obligation under, or constitute a default under, any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, stock market rule, judgment, ordinance, decree or restriction by which the Grantor or any of its subsidiaries or any of their respective properties or assets is bound; and (e) no "fair price", "moratorium", "control share acquisition" or other form of anti-takeover statute or regulation is or shall be applicable to the acquisition of Shares pursuant to this Agreement.

  • Representations and Warranties by the Manager The Manager represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and each Date of Delivery, if any, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Purchaser The Purchaser represents and warrants to the Company as of the time of issuance of the Notes and Warrants as follows:

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