REPRESENTATIONS AND WARRANTIES OF EACH PARTNER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF EACH PARTNER. Each Partner represents and warrants to the Partnership and each other Partner as follows: (a) If such Partner is a corporation, it is duly organized, validly existing and in good standing under the law of the state of its incorporation. Table of Contents (b) If such Partner is a partnership, limited liability company or other entity, it is duly formed, validly existing, and (if applicable) in good standing under the law of the state of its formation.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF EACH PARTNER. Each Partner severally represents and warrants to the Buyer as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF EACH PARTNER. Each Partner hereby represents and warrants to the Partnership and each other Partner, as of the date hereof, as follows: (a) The Partner is duly organized, validly existing, and in good standing under the law of its state of organization, has full power and authority to execute and agree to this Agreement and to perform its obligations hereunder and all actions necessary for the due authorization, execution, delivery and performance by that Partner of this Agreement have been duly taken. (b) To the best of each Partner’s knowledge, the Partner’s authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which such Partner is a party or by which it is bound. (c) The Partner is acquiring its Interest in the Partnership for the Partner’s own account for investment purposes only and not with a view to or for the resale, distribution, subdivision or fractionalization thereof and has no contract, understanding, undertaking, agreement or arrangement of any kind with any person to sell, transfer or pledge to any person its interest or any part thereof, nor does such Partner have any plan to enter into any such agreement. (d) By reason of its business or financial experience, the Partner has the capacity to protect its own interest in connection with the transactions contemplated hereunder, is able to bear the risks of an investment in the Partnership, and at the present time could afford a complete loss of such investment. (e) The Partner is aware of the Partnership’s business affairs and financial condition and has acquired sufficient information about the Partnership to reach an informed and knowledgeable decision to acquire an interest in the Partnership. (f) The Partner acknowledges that the Partnership Interests have not been registered under the Securities Act of 1933, as amended, or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, under such laws and subject to the transfer restrictions set forth in Article XI, may not be resold or transferred by the Partner without appropriate registration or the availability of an exemption from such requirements. In this connection, the Partner represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act of 1933. (g) No outside broker has been involved with respect to the acquisition by the ...
Sample 1
REPRESENTATIONS AND WARRANTIES OF EACH PARTNER. Each of the Partners represents and warrants to the other Partners as follows: (a) Such Partner is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now conducted. (b) Such Partner has full power and authority to execute and deliver this Agreement and to perform fully its obligations hereunder. No other action on the part of such Partner is necessary to authorize the execution and delivery of this Agreement or the performance by such Partner of its obligations hereunder or the consummation of the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by such Partner and constitutes the valid and legally binding obligation of such Partner in accordance with its terms. (d) The execution and delivery of this Agreement, the performance by such Partner of its obligations pursuant to the terms hereof and the consummation of the transactions contemplated hereby do not and shall not, with or without the giving of notice or lapse of time, or both: (i) violate or conflict with such Partner's charter, by-laws or other organizational documents; (ii) violate or conflict with any law by which such Partner, or any of its respective assets or properties are bound or affected; (iii) violate or conflict with any judgment, order, writ or decree of any court, arbitrator or administrative body applicable to such Partner, or by which the assets or property of such Partner are bound or affected; (iv) violate or conflict with or result in the breach of (or give rise to any right of termination, cancellation or acceleration under) any material contract to which such Partner is a party or by which any of its respective assets or properties is bound; or (v) result in the creation of any encumbrance or charge upon any assets of the Partner. (e) No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority or any other Person is required in connection with such Partner's execution and delivery of this Agreement or the performance by it of its obligations hereunder or the consummation of the transactions contemplated hereby. (f) The Partner is not a party to, or to its knowledge, is not threatened with, any litigation or judicial, administrative 18 or arbitration proceedings that in the aggregate are li...
Sample 1
REPRESENTATIONS AND WARRANTIES OF EACH PARTNER. Each Partner (including Torch and its affiliates in their capacities as a Partner) hereby severally and not jointly represents and warrants, as of the date hereof and as of the Closing Date, as to itself, to the parties hereto as follows (provided that no Partner has any duties or obligations with respect to the representations and warranties of any other Partner): (a) ORGANIZATION, CORPORATE POWER AND GOOD STANDING OF EACH PARTNER. Such Partner, if it is a corporation, is duly organized, validly existing in good standing under the laws of the state of its incorporation and, if not a corporation, is legally formed, duly organized, validly existing and, if applicable, in good standing under the laws of its state of formation. Such Partner has the power and authority to own its interests in the Partnerships.
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF EACH PARTNER

  • Representations and Warranties of Each Party Each of ICN and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER Each Purchaser, severally and not jointly, 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 EACH INVESTOR Each Investor represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF EACH SELLER Each Seller, severally and not jointly, represents and warrants to Buyer as follows:

  • Representations and Warranties of Each Fund Each Fund hereby severally and not jointly represents and warrants that each of the following shall be true, correct and complete with respect to each Fund at all times during the term of this Agreement: (i) the Fund is duly organized under the laws of its jurisdiction of organization and is registered as an open-end management investment company under the 1940 Act; and (ii) the execution, delivery and performance by the Fund of this Agreement are (w) within its power, (x) have been duly authorized by all necessary action, and (y) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (B) violate any provision of the Fund's corporate charter, Declaration of Trust or other organizational document, or bylaws, or any amendment thereof or any provision of its most recent Prospectus or Statement of Additional Information.

  • Representations and Warranties of Each Stockholder Each Stockholder hereby severally, and not jointly, represents and warrants to Parent and Purchaser (as to such Stockholder) as follows:

  • 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 Each Shareholder Each Shareholder jointly and severally hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Each Pledgor To induce the U.S. ABL Collateral Agent, the Administrative Agent and the Lenders to enter into the ABL Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Pledgor hereby represents and warrants to the U.S. ABL Collateral Agent and each other Secured Party that: 4.3.1 Except as provided in subsection 3.3, the shares of Pledged Stock pledged by such Pledgor hereunder constitute (i) in the case of shares of a Domestic Subsidiary, all the issued and outstanding shares of all classes of the Capital Stock of such Domestic Subsidiary owned by such Pledgor and (ii) in the case of any Pledged Stock constituting Capital Stock of any Foreign Subsidiary, such percentage (not more than 65%) as is specified on Schedule 2 of all the issued and outstanding shares of all classes of the Capital Stock of each such Foreign Subsidiary owned by such Pledgor. 4.3.2 [Reserved]. 4.3.3 Such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens arising by operation of law or Permitted Liens. 4.3.4 Except with respect to security interests in Pledged Securities (if any) constituting Specified Assets, upon delivery to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Securities held by such Pledgor together with executed undated stock powers or other instruments of transfer, the security interest created in such Pledged Securities constituting certificated securities by this Agreement, assuming the continuing possession of such Pledged Securities by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent) security interest in such Pledged Securities to the extent provided in and governed by the Code, in each case subject to Permitted Liens (and any applicable Intercreditor Agreement) enforceable in accordance with its terms against all creditors of such Pledgor and any Persons purporting to purchase such Pledged Securities from such Pledgor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 4.3.5 Except with respect to security interests in Pledged Securities (if any) constituting Specified Assets, upon the obtaining and maintenance of “control” (as described in the Code) by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement (or their respective agents appointed for purposes of perfection), of all Pledged Securities that constitute uncertificated securities, the security interest created by this Agreement in such Pledged Securities that constitute uncertificated securities, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent) security interest in such Pledged Securities constituting uncertificated securities to the extent provided in and governed by the Code, in each case subject to Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors of such Pledgor and any persons purporting to purchase such Pledged Securities from such Pledgor, to the extent provided in and governed by the Code, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • 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:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!