REPRESENTATIONS AND WARRANTIES CONCERNING MX AND TMX Sample Clauses

REPRESENTATIONS AND WARRANTIES CONCERNING MX AND TMX. GTMM and TFM represent and warrant to KCS that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Initial Closing Date (as though made then and as though the Initial Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the disclosure schedule delivered by GTMM and TFM to KCS on the date hereof and initialed by the Parties (the "Disclosure Schedule").
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REPRESENTATIONS AND WARRANTIES CONCERNING MX AND TMX. 4 3.1 Organization, Qualification, and Corporate Power. 4 3.2 Capitalization of MX and TMX. 4 3.3 Brokers' Fees. 5 3.4 Title to Assets. 5 3.5 Financial Statements. 5
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REPRESENTATIONS AND WARRANTIES CONCERNING MX AND TMX. 4 3.1 Organization, Qualification, and Corporate Power. ....................4 --- ------------------------------------------------ 3.2 Capitalization of MX and TMX...........................................4 --- ---------------------------- 3.3 Brokers' Fees..........................................................5 --- ------------- 3.4 Title to Assets........................................................5 --- --------------- 3.5 Financial Statements...................................................5 --- -------------------- 3.6 Events Subsequent to Most Recent Fiscal Year End.......................6 --- ------------------------------------------------ 3.7 Undisclosed Liabilities................................................7 --- ----------------------- 3.8 Legal Compliance.......................................................7 --- ---------------- 3.9 Tax Matters............................................................7 --- ----------- 3.10 Real Property.........................................................8 ---- ------------- 3.11 Intellectual Property.................................................9 ---- --------------------- 3.12 Tangible Assets. ...................................................11 ---- --------------- 3.13 Contracts............................................................11 ---- --------- 3.14 Employee Benefit Plans...............................................12 ---- ---------------------- 3.15 Labor Matters........................................................14 ---- ------------- 3.16 Notes and Accounts Receivable. .....................................14 ---- ----------------------------- 3.17 Powers of Attorney. ................................................14 ---- ------------------ 3.18 Insurance............................................................14 ---- --------- 3.19 Litigation...........................................................15 ---- ---------- 3.20 Guaranties. ........................................................15 ---- ---------- 3.21 Environmental Matters................................................15 ---- --------------------- 3.22 Corporate Books and Records. .......................................16 ---- --------------------------- 3.23 Disclosure. ........................................................16 ---- ---------- ARTICLE IV. COVENANTS OF GTMM AND TFM.......................................16 4.1 Conduct of MX and TMX Through Closing Date. .........................16 -...
Sample 1
REPRESENTATIONS AND WARRANTIES CONCERNING MX AND TMX. 5 3.1 Organization, Qualification, and Corporate Power 5 3.2 Capitalization of MX and TMX 5 3.3 Brokers’ Fees 6 3.4 Title to Assets 6 3.5 Financial Statements 6 3.6 Events Subsequent to Most Recent Fiscal Year End 6 3.7 Undisclosed Liabilities 6 3.8 Legal Compliance 6 3.9 Tax Matters 7 3.10 Real Property 7 3.11 [intentionally left blank] 8 3.12 Tangible Assets 8 3.13 Contracts 8 3.14 Employee Benefit Plans 9 3.15 Labor Matters 10 3.16 Powers of Attorney 11 3.17 Insurance 11 3.18 Litigation 11 3.19 Environmental Matters 11 3.20 Exception for Operation by KCS 12
Sample 1

Related to REPRESENTATIONS AND WARRANTIES CONCERNING MX AND TMX

  • Representations and Warranties Concerning the Purchaser As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Representations and Warranties Concerning the Seller As of the date hereof and as of the Closing Date, the Seller represents and warrants to the Purchaser as to itself in the capacity indicated as follows:

  • Representations and Warranties Concerning the Depositor The Depositor hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:

  • Representations and Warranties Concerning the Transaction (a) Representations and Warranties of the Seller (b) Representations and Warranties of the Buyer

  • Representations and Warranties Concerning Accounts With respect to the Accounts, Borrower represents and warrants to Lender: (a) Each Account represented by Borrower to be an Eligible Account for purposes of this Agreement conforms to the requirements of the definition of an Eligible Account; (b) All Account information listed on schedules delivered to Lender will be true and correct, subject to immaterial variance; and (c) Lender, its assigns, or agents shall have the right at any time and at Borrower's expense to inspect, examine, and audit Borrower's records and to confirm with Account Debtors the accuracy of such Accounts.

  • Representations and Warranties Concerning the Mortgage Loans The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the representations and warranties made by the Seller in Section [____] and Section [____] of the Mortgage Loan Purchase Agreement concerning the Mortgage Loans and the right to enforce the remedies against the Seller provided in such Section [____] or Section [____] to the same extent as though such representations and warranties were made directly to the Indenture Trustee.

  • Representations and Warranties Complete The representations and warranties of the Company included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

  • Representations and Warranties Concerning Collateral, Etc The Company further represents and warrants to the Secured Party as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and the Permitted Liens, (b) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (c) the Company holds no commercial tort claim except as indicated on the Company's Perfection Certificate, (d) all other information set forth on the Company's Perfection Certificate pertaining to the Collateral is accurate and complete, and (e) there has been no change in any of such information since the date on which the Company's Perfection Certificate was signed by the Company.

  • Representations and Warranties Correct The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.

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