Representations and Warranties Contained in the Transaction Documents Sample Clauses

Representations and Warranties Contained in the Transaction Documents. The Authority is in compliance with all representations and warranties set forth in the Transaction Documents, which are hereby made to, and for the benefit of, the Bank and incorporated herein by this reference, as if set forth herein in full (together with the related definitions and ancillary provisions).
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Representations and Warranties Contained in the Transaction Documents. Each of the Transaction Documents has been duly executed and delivered by the Credit Parties party thereto and all other parties thereto and is full force and effect. The representations and warranties of the US Borrower and its Subsidiaries and, to the best knowledge of the Credit Parties parties thereto, the other parties, in each of the Transaction Documents, are true and correct in all material respects.
Representations and Warranties Contained in the Transaction Documents. Each of the Transaction Documents will have been duly executed and delivered, by each of the Loan Parties which is a party thereto prior to the Effective Date and, to the knowledge of the Borrower, all other parties thereto, and is in full force and effect on the Effective Date. As of the Effective Date, the representations and warranties of Holdings, the Borrower, Acquisition Co., Greenwich II and GSCP and, to the knowledge of the Borrower, and any of the other parties thereto contained in any of the Transaction Documents (after giving effect to any amendments, supplements, waivers or other modifications of any of the Transaction Documents prior to the Effective Date in accordance with this Agreement) are true and correct in all material respects except as otherwise disclosed to the Administrative Agent in writing prior to the Effective Date.
Representations and Warranties Contained in the Transaction Documents. Each of the Transaction Documents will have been duly executed and delivered, by each of the Loan Parties which is a party thereto prior to the Effective Date and, to the knowledge of the Parent Borrower, all other parties thereto, and is in full force and effect on the Effective Date. As of the Effective Date, the representations and warranties of the Seller, Holding and the Parent Borrower and, to the knowledge of the Parent Borrower, any of the other parties thereto contained in any of the Transaction Documents (after giving effect to any amendments, supplements, waivers or other modifications of any of the Transaction Documents prior to the Effective Date in accordance with this Agreement) are true and correct in all material respects except as otherwise disclosed to the Administrative Agent in writing prior to the Effective Date.
Representations and Warranties Contained in the Transaction Documents. Each of the Transaction Documents shall have been duly executed and delivered by each of the parties thereto on or prior to the Closing Date. As of the Closing Date, the representations and warranties of (a) each of the parties thereto contained in the Purchase Agreement (after giving effect to any amendments, supplements, waivers or other modifications of the Purchase Agreement prior to the Closing Date in accordance with this Agreement) and (b) each of the Loan Parties contained in any of the other Transaction Documents (after giving effect to any amendments, supplements, waivers or other modifications of any of such Transaction Documents prior to the Closing Date in accordance with this Agreement), in each case, will be true and correct in all material respects except as otherwise disclosed to the Lenders in writing prior to the Closing Date.
Representations and Warranties Contained in the Transaction Documents. Each of the other Transaction Documents have been duly executed and delivered by the Loan Parties party thereto and, to the best knowledge of the Borrower have been duly executed and are in full effect. The representations and warranties of the Borrower and to the best of knowledge of Borrower, the representations and warranties with respect to the Target, are accurate and correct with respect to each of the Transaction Documents.
Representations and Warranties Contained in the Transaction Documents. The Board is in compliance with all representations and warranties set forth in the Transaction Documents, which are hereby made part of this Agreement.
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Representations and Warranties Contained in the Transaction Documents. Each of the Transaction Documents has been duly executed and delivered by the Credit Parties thereto and, to the best knowledge of CCI and the Borrower, all other parties thereto and is in full force and effect. As of the date hereof, the representations and warranties of the Credit Parties to the Transaction Documents and, to the best knowledge of the Credit Parties, the representations and warranties of the other parties thereto are true and correct in all material respects.
Representations and Warranties Contained in the Transaction Documents. Each of the Transaction Documents will have been duly executed and delivered, by each of the Loan Parties which is a party thereto prior to the Effective Date and, to the knowledge of the Borrower, all other parties thereto, and is in full force and effect on the Effective Date. As of the Effective Date, the representations and warranties of the Borrower in any of the Transaction Documents (after giving effect to any amendments, supplements, waivers or other modifications of any of the Transaction Documents prior to the Effective Date in accordance with this Agreement) are true and correct in all material respects except as otherwise disclosed to the Administrative Agent in writing prior to the Effective Date and except to the extent such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

Related to Representations and Warranties Contained in the Transaction Documents

  • Representations and Warranties by Seller Seller represents and warrants to Buyer 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 of the Transferor The Transferor represents and warrants as follows: (a) It is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Transferor of this Agreement and all other Transferor Documents to be entered into by it, including the Transferor’s sale or contribution of Receivables, and, in the case of a Purchase, its use of the proceeds of Purchases, are within the Transferor’s corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) its charter or by-laws, (ii) any Applicable Law except where such contravention could not reasonably be expected to result in a Material Adverse Effect, (iii) any material contractual restriction binding on or affecting it or its property other than such restrictions that could not reasonably be expected to adversely affect the Transferor’s ability to perform its material obligations hereunder or, with respect to the transfer of the Receivables and Collections thereon, in any Immaterial Respect, or (iv) any material order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in or require the creation of any Lien upon or with respect to any of its properties (other than in favor of the Company with respect to the Transferred Property), and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement and each other Transferor Document to be entered into by the Transferor have been duly executed and delivered by it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for its due execution, delivery and performance of this Agreement or any other Transferor Document to be entered into by it, except (i) for the filing of UCC financing statements, all of which financing statements have been duly filed and, to its knowledge, are in full force and effect, (ii) such as have been made or obtained and are in full force and effect and (iii) where the failure to make or obtain could not reasonably be expected to adversely affect the Company’s ability to perform its material obligations hereunder or the ability to assign or collect the Receivables hereunder. (d) This Agreement and each other Transferor Document to be entered into by the Transferor constitute its legal, valid and binding obligation enforceable against the Transferor in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (e) (i) The Transferor has furnished to the Company and the Administrative Agent copies of the Parent’s audited consolidated balance sheet as at December 31, 2011, and the related audited consolidated statements of income and cash flow for the fiscal year of the Parent then ended reported on by Deloitte & Touche LLP which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at December 31, 2011, and the results of operations of the Parent and its consolidated subsidiaries for the fiscal year of the Parent then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at such date, and the results of operations of the Parent and its consolidated subsidiaries for the fiscal year then ended; and

  • 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 Transferee In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the Company, BCI, the Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expense.

  • Representations and Warranties of the Transfer Agent The Transfer Agent represents and warrants to the Fund that: 6.1 It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. 6.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts. 6.3 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 6.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 6.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

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

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

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

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