Representations and Warranties Certain Other Agreements Sample Clauses

Representations and Warranties Certain Other Agreements. 55 SECTION 9.01. Representations and Warranties of the Company 55 SECTION 9.02. Representations and Warranties of the Members 57 SECTION 9.03. Fiduciary Duties; Competing Activities 57 ARTICLE X LIMITATION ON LIABILITY; EXCULPATION AND INDEMNIFICATION 58 SECTION 10.01. Limitation on Liability 58 SECTION 10.02. Exculpation and Indemnification 58 SECTION 10.03. Insurance 60 ARTICLE XI DISSOLUTION AND TERMINATION 60 SECTION 11.01. Dissolution 60 SECTION 11.02. Winding Up of the Company 61 SECTION 11.03. Distribution of Property 61 SECTION 11.04. Termination 62 SECTION 11.05. Survival 62 ARTICLE XII MISCELLANEOUS 62 SECTION 12.01. Expenses 62 SECTION 12.02. Further Assurances 62 SECTION 12.03. Notices 62 SECTION 12.04. No Third Party Beneficiaries 63 SECTION 12.05. Waiver; Cumulative Remedies 63 SECTION 12.06. Governing Law; Consent to Jurisdiction 63 SECTION 12.07. Counterparts 64 SECTION 12.08. Entire Agreement 64 SECTION 12.09. Headings 64 SECTION 12.10. Termination of Agreement 64 SECTION 12.11. Severability 65 SECTION 12.12. WAIVER OF JURY TRIAL 65 SECTION 12.13. Amendment 65 SECTION 12.14. Confidentiality 66 SECTION 12.15. Representation by Counsel 67 SECTION 12.16. Exhibits and Schedules 67 SECTION 12.17. Specific Performance 67 SECTION 12.18. Reliance on Authority of Person Signing Agreement 68 SCHEDULE A Members SCHEDULE B Capital Accounts SCHEDULE C Managers SCHEDULE D Officers of the Company SCHEDULE E Oversight and Consolidation Costs SCHEDULE F Newport Lease Costs and Expenses EXHIBIT A Form of Addendum Agreement SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AR GLOBAL, LLC A DELAWARE LIMITED LIABILITY COMPANY This Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of [Newco], LLC, a Delaware limited liability company (the “Company”), dated as of AR Global, 2015, is made and entered into by and among the Company and the Members. Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company and the Members are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”
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Representations and Warranties Certain Other Agreements 
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Related to Representations and Warranties Certain Other Agreements

  • Representations and Warranties Certain Covenants (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below).

  • Representations and Warranties by Company Company hereby represents and warrants to Holder that the statements in the following paragraphs of this Section 4(b) are true and correct as of the date hereof.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer represents and warrants to Seller as follows:

  • Representations and Warranties by You You represent and warrant that:

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

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

  • 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.

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

  • Representations and Warranties of Both Parties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that:

  • 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).

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