REPRESENTATIONS AND WARRANTIES OF CAPSTAR Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CAPSTAR. 8 2.1 Organization, Standing and Corporate Power.....................................................8 2.2 Capital Structure..............................................................................9
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REPRESENTATIONS AND WARRANTIES OF CAPSTAR. Capstar hereby represents and warrants to Chancellor and Merger Sub as follows:
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REPRESENTATIONS AND WARRANTIES OF CAPSTAR. Capstar hereby represents and warrants to Chancellor as follows:
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REPRESENTATIONS AND WARRANTIES OF CAPSTAR. 19 (a) Organization, Standing and Power............................. 19 (b) Power; Authority; and Enforceability......................... 19 (c) No Conflict; Required Filings and Consents................... 20 (d) Title and Sufficiency of Assets.............................. 20 (e) Third Party Consents......................................... 21 (f) Affiliate Relationships...................................... 21 (g) No Brokers................................................... 21 (h) MRR.......................................................... 21 (k) No Other Representations and Warranties...................... 21 3.2 Representations and Warranties of ACN Holdings...................... 21 (a) Organization, Standing and Power............................. 21 (b) Power; Authority; and Enforceability......................... 22 (c) No Conflict; Required Filings and Consents................... 22 (d) Capitalization............................................... 23 (e) Financial Statements......................................... 23 (f) Absence of Certain Changes or Events......................... 23
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REPRESENTATIONS AND WARRANTIES OF CAPSTAR. Capstar represents and ----------------------------------------- warrants to ACN Holdings as follows:
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REPRESENTATIONS AND WARRANTIES OF CAPSTAR. Capstar represents and warrants to each Selling Stockholder and the Company as of the date hereof as follows (with the understanding that the Selling Stockholders and the Company are relying on such representations and warranties in entering into and performing this Agreement):
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REPRESENTATIONS AND WARRANTIES OF CAPSTAR. CapStar represents and warrants to each of the Transferors as follows: (a) CapStar Corp. is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite partnership and other power and authority required to enter into, execute, and deliver this Agreement and each other agreement, instrument and other documents to be entered into, executed and delivered pursuant hereto, and to perform its obligation under this Agreement and under any agreement, instrument and other documentation entered into, executed, and delivered pursuant hereto. (b) The execution and delivery of this Agreement and the other agreements, documents, and other instruments to be executed and delivered by CapStar under this Agreement, and the consummation by CapStar of the transactions contemplated by this Agreement and that will be contemplated by such other agreements, documents, and other instruments, have been duly authorized by all necessary and appropriate partnership and other action of CapStar. (c) No consent, approval, or authorization of, or any filing with, any person, entity, or governmental authority is required to be obtained or made with respect to the execution and delivery by CapStar of this Agreement, the consummation by CapStar of its obligations under this Agreement, or under any other agreement, instrument, or other document entered into, executed, and delivered pursuant hereto except for such consents, approvals, or authorizations, as shall be obtained, or filings which shall have been made, by CapStar prior to Closing. (d) There is no claim, action, litigation, suit, arbitration or other proceeding pending or, to the knowledge of CapStar, threatened against or affecting CapStar, at law or in equity, or before or by any federal, state, municipal or other department, commission, board, bureau, agency or instrumentality that, if determined adversely to CapStar, would have a materially adverse effect on the business, assets, properties, operations or prospects or on the condition, financial or otherwise, of CapStar. (e) The execution and delivery by CapStar of this Agreement and of each agreement, document, and instrument to be executed and delivered by CapStar pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate the Partnership Agreement as in effect on the date of this Agreement or as the Partnership Ag...
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Related to REPRESENTATIONS AND WARRANTIES OF CAPSTAR

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that:

  • REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; [in case there are any encumbrances on the land provide details of such encumbrances including any rights, title, interest and name of party in or over such land] (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the [Apartment/Plot]; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and [Apartment/Plot] are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and [Apartment/Plot] and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said Land, including the Project and the said [Apartment/Plot] which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said [Apartment/Plot] to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the [Apartment/Plot] to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

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

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

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