REPRESENTATIONS AND WARRANTIES OF BENEFICIARY Sample Clauses

REPRESENTATIONS AND WARRANTIES OF BENEFICIARY. Beneficiary represents and warrants to Assignor and Assignee as follows:
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REPRESENTATIONS AND WARRANTIES OF BENEFICIARY. Beneficiary hereby represents and warrants to Obligor as follows as of the date hereof:
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REPRESENTATIONS AND WARRANTIES OF BENEFICIARY. Section 10.1 Representations and Warranties of Beneficiary 32
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REPRESENTATIONS AND WARRANTIES OF BENEFICIARY. The Beneficiary hereby represents, warrants, agrees and covenants to the Escrow Agent and Grantor that: (a) This Escrow Agreement has been duly and validly executed and delivered by the Beneficiary and constitutes the legal, valid and binding and enforceable obligation of the Beneficiary. (b) It shall undertake to apply any amounts distributed to it from the Escrow Estate to pay or reimburse itself for the Grantor’s Obligations.
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REPRESENTATIONS AND WARRANTIES OF BENEFICIARY. Beneficiary represents and warrants to Purchaser, as of the date hereof and as of the Delivery Date (except as otherwise indicated below), as follows:
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REPRESENTATIONS AND WARRANTIES OF BENEFICIARY. The Beneficiary --------------------------------------------- hereby represents and warrants to the Escrow Agent and Grantor that: (a) This Escrow Agreement has been duly and validly executed and delivered by the Beneficiary and constitutes the legal, valid and binding and enforceable obligation of the Beneficiary, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally. (b) The Beneficiary shall undertake to apply any amounts distributed to it from the Escrow Estate to pay or reimburse itself for the Grantor's Obligations.
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REPRESENTATIONS AND WARRANTIES OF BENEFICIARY. The Beneficiary hereby represents and warrants to the Owner Trustee that: (a) The Beneficiary is duly incorporated, validly existing and in good standing under the laws of the United States of America, with power and authority to own its properties with full power and authority to conduct its business as currently owned or conducted, and to execute, deliver and perform this Agreement and any other document relating hereto to which it is a party and to perform its obligations as contemplated hereby and thereby. (b) The Beneficiary is duly qualified to do business as a foreign corporation, in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of their property or the conduct of its business shall require such qualifications. (c) The Beneficiary has the power and authority to execute, deliver and perform this Agreement and to carry out its terms; and the Beneficiary has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Beneficiary has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action. The execution, delivery and performance of this Agreement and any other document related hereto to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary corporate action. This Agreement, and any other document executed by the Beneficiary in connection herewith, have been duly executed and delivered and constitute the legal, valid and binding obligations of the Beneficiary enforceable against the Beneficiary in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies. (d) The consummation of the transactions contemplated by this Agreement and any other document related hereto to which the Beneficiary is a party, the performance of the transactions contemplated hereby and thereby and fulfillment of the terms hereof and thereof do not conflict with or violate any requirements of law applicable to the Beneficiary or conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the articles of incorporation or bylaws of the Beneficiary, or any indenture, agreement or other instrument to which the Be...
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Related to REPRESENTATIONS AND WARRANTIES OF BENEFICIARY

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of Bank Bank warrants and represents to FTDI and the Funds that: a) Bank is a "bank" as defined in section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "1934 Act");

  • Representations and Warranties of Party A Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that: 3.1 It is a federally chartered savings bank whose principal office is in New Jersey. 3.2 It is and will remain registered with the U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act. 3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.5 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 OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

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