REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. The Contributor Parties hereby, jointly and severally, represent and warrant to Acquirer as follows:
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REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. The representations and warranties of the Contributor Parties (i) in Article III (other than those contained in Section 3.3(a), Section 3.3(b), Section 3.6 and Section 3.10(b)) (x) which are qualified by “material,” “materially” or “Material Adverse Effect” shall be true and correct in all respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specific date), and (y) which are not qualified by “material,” “materially” or “Material Adverse Effect” shall be true and correct in all material respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such specific date), and (ii) in Section 3.3(a), Section 3.3(b), Section 3.6 and Section 3.10(b) shall be true and correct in all respects as of the Contribution Closing Date as if remade on the Contribution Closing Date.
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REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. The representations and warranties of the Contributor Parties (i) in Article III (other than those contained in Sections 3.5 and 3.6) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “material adverse effect” or other words of similar import except in the case of Section 3.9(b) in all respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specific date), with only such failures to be so true and correct as have not had, and would not reasonably be expected to have, a Midstream Xxxxx Xxxxxxxx Adverse Effect; and (ii) in Sections 3.5 and 3.6 shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “material adverse effect” or other words of similar import) other than in de minimis respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties contained therein made as of a specific date, which shall be true and correct in all material respects as of such specific date).
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REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. Section 3.1 Organization 8 Section 3.2 Validity of Agreement; Authorization 9 Section 3.3 No Conflict or Violation 9 Section 3.4 Consents and Approvals 10 Section 3.5 Ownership of the Subject Interests 10 Section 3.6 Capitalization 10 Section 3.7 Financial Statements 11 Section 3.8 Absence of Certain Changes or Events 11 Section 3.9 Compliance with Law; Permits 12 Section 3.10 Tax Matters 12 Section 3.11 Absence of Undisclosed Liabilities 13 Section 3.12 Employees; Employee Plans 13 Section 3.13 Insurance 15 Section 3.14 Regulatory Matters 16 Section 3.15 Environmental Matters 16 Section 3.16 Material Contracts 17 Section 3.17 Litigation 19 Section 3.18 Real Property; Personal Property 19 Section 3.19 Intellectual Property 20 Section 3.20 Affiliate Transactions 21 Section 3.21 Brokers 21 Section 3.22 Investment Intent; Investment Experience; Restricted Securities 21
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REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 Section 3.9 Section 3.10 Section 3.11 Section 3.12 Section 3.13 Section 3.14 Section 3.15 Section 3.16 Section 3.17 Section 3.18 Section 3.19 Section 3.20 Section 3.21 Section 3.22 Section 3.23 Section 3.24 Organization; Qualification Subsidiaries Authority; Enforceability Non-Contravention Governmental Approvals Capitalization Ownership of Acquired Interests Compliance with Law ETP SEC Reports; Financial Statements Absence of Certain Changes Real Property Sufficiency of Assets; Title to Tangible Property Intellectual Property Environmental Matters Material Contracts Legal Proceedings Permits Taxes Employee Benefits; Employment and Labor Matters Brokers’ Fee Matters Relating to Acquisition of the Equity Consideration Insurance Suppliers Information Supplied Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 Section 4.9 Section 4.10 Section 4.11 Section 4.12 Section 4.13 Section 4.14 Organization; Qualification Authority; Enforceability; Valid Issuance Non-Contravention Governmental Approvals Capitalization Compliance with Law AmeriGas SEC Reports; Financial Statements Absence of Certain Changes Environmental Matters Legal Proceedings Taxes Brokers’ Fee Matters Relating to Acquisition of the Acquired Interests Form S-3 Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 5.8 Section 5.9 Section 5.10 Section 5.11 Section 5.12 Section 5.13 Section 5.14 Section 5.15 Section 5.16 Section 5.17 Section 5.18 Section 5.19 Section 5.20 Section 5.21 Section 5.22 Section 5.23 Section 5.24 Section 5.25 Section 5.26 Section 5.27 Section 5.28 Section 5.29 Conduct of Business Notice of Certain Events Access to Information Governmental Approvals Expenses Further Assurances Public Statements Equity Consideration; Legends Confidential Information No Hire Non-Competition Tax Matters Books and Records; Financial Statements; Litigation Support AmeriGas Finance Notes; Debt Financing Post-Redemption Closing Covenants Related to Intercompany Financing Resignations Retained Names and Marks Updates Insurance Commitment Regarding Indemnification Provisions Release from Credit Support Instruments Filing of S-3; Other Actions NYSE Listing Employees and Benefits XXXX Notes Offer Intercompany Arrangements Consent to Credit Agreement Release Further Assurances
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REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. Except as set forth in the schedules delivered pursuant to this Agreement (the “Disclosure Schedules”), Contributor Parties, as applicable, represent and warrant to Buyer Parties as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

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

  • 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.

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