REPRESENTATIONS AND WARRANTIES OF ASPEN. Subject to Section 13.05, except as disclosed in any publicly available Aspen SEC Document (including exhibits and other information incorporated by reference therein) filed after June 30, 2021 (excluding any disclosure set forth in any risk factor or forward looking statements section) and prior to the date hereof or as set forth in the Aspen Disclosure Schedule, Aspen represents and warrants to Xxxxxxx, as of the date hereof and as of the Closing Date, that:
REPRESENTATIONS AND WARRANTIES OF ASPEN. ASPEN hereby represents, warrants and covenants to GE CAPITAL, its successors and assigns, as of the date hereof, of the related Application and throughout the term of any Transaction, that, (a) ASPEN is a duly organized and validly existing corporation and has full power to enter into this Agreement and to carry out the transactions contemplated hereby. (b) The execution and delivery of this Agreement and the performance by ASPEN of the transactions contemplated hereby have been duly authorized by all necessary corporate action. (c) This Agreement constitutes a legal, valid and binding obligation of ASPEN enforceable in accordance with its terms. (d) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute (i) a violation or default of any statute, rule, or decree of any court, administrative agency or governmental body to which ASPEN is or may be subject, or (ii) a material default with respect to any indenture, loan agreement or other agreement to which ASPEN is bound. (e) ASPEN possesses and will maintain throughout the term of any Software License Agreement adequate licenses and permits to grant the Software Licenses described in the Software License Agreement. (f) Each Software License and Software License Agreement constitutes the genuine, legal, valid, and binding obligation of ASPEN, enforceable in accordance with its terms, and ASPEN will not amend any portion of a Software License or a Software License Agreement in any manner which could adversely affect GE CAPITAL's ability to receive payments due under the applicable DFC, without GE CAPITAL's prior written consent. (g) To the best of ASPEN's knowledge, each DFC constitutes the genuine, legal, valid, and binding obligation of the applicable Customer, enforceable in accordance with its terms. (h) In all documents (including the DFC) where ASPEN is responsible for obtaining the Customer's signature, the signature of the named Customer is genuine, and the individual signing on behalf of the Customer holds the office set forth below his signature. (i) There are and will be no agreements between ASPEN or its agents and any Customer in connection with any Transaction, except as contained in (i) the applicable Software License Agreement and/or (ii) any agreement relating to services and/or consulting which is not financed by GE CAPITAL, the breach or default of which by either ASPEN or its agents will not adversely impact the Customer's oblig...
REPRESENTATIONS AND WARRANTIES OF ASPEN. Except as disclosed in Schedule 3 which is attached hereto and incorporated herein by reference, Aspen represents and warrants to ILMI that:
REPRESENTATIONS AND WARRANTIES OF ASPEN. Except as otherwise stated in its periodic reports and other filings with the Securities and Exchange Commission, Aspen and Merger Sub hereby represent and warrant to PrivateCo as follows:
REPRESENTATIONS AND WARRANTIES OF ASPEN. In order to induce the Purchaser to enter into this Agreement and to make purchases hereunder, Aspen, in its capacity as seller under this Agreement, hereby makes the representations and warranties set forth in this Article V (i) on the Closing Date and (ii) with respect to any transfer of a Superseding Receivable under Section 3.4(b), on the applicable S&R Date.
REPRESENTATIONS AND WARRANTIES OF ASPEN. Section 3.01 Corporate Existence and Power 30 Section 3.02 Corporate Authorization 31 Section 3.03 Governmental Authorization 31 Section 3.04 Non-contravention 32 Section 3.05 Capitalization 32 Section 3.06 Subsidiaries 33 Section 3.07 SEC Filings and the Sxxxxxxx-Xxxxx Act 33 Section 3.08 Financial Statements 34 Section 3.09 Disclosure Documents 35 Section 3.10 Absence of Certain Changes 35 Section 3.11 No Undisclosed Material Liabilities 35 Section 3.12 Compliance with Laws and Court Orders 35 Section 3.13 Litigation 37 Section 3.14 Permits 37 Section 3.15 Properties 37
