Representations and Warranties of Escrow Agent Sample Clauses

Representations and Warranties of Escrow Agent. Escrow Agent makes the following representations and warranties to each of Buyer and Sellers’ Representative: (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action and constitutes its valid and binding agreement enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether considered in a proceeding at law or in equity).
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Representations and Warranties of Escrow Agent. Escrow Agent makes the following representations and warranties to the Company and Radical: a. Escrow Agent is a federal savings bank duly organized and validly existing under the laws of the United States of America and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. b. This Agreement has been duly approved by all necessary corporate action of Escrow Agent, has been executed by duly authorized officers of Escrow Agent and constitutes the valid and binding agreement of Escrow Agent, enforceable in accordance with its terms. c. The execution, delivery and performance of this Agreement by Escrow Agent will not violate, conflict with or cause a default under the charter or bylaws of Escrow Agent, any applicable law or regulation, any court order or administrative ruling or decree to which Escrow Agent is a party or any of its property is subject, or any agreement, contract, indenture or other binding arrangement to which Escrow Agent is a party or any of its property is subject.
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Representations and Warranties of Escrow Agent. The Escrow Agent ---------------------------------------------- hereby represents and warrants to the Grantor and the Beneficiary that this Escrow Agreement has been duly executed and delivered by one of its officers who is duly authorized to execute and deliver such type of instrument.
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Representations and Warranties of Escrow Agent. The Escrow Agent hereby represents and warrants to the Agency and the Mortgage Lender as follows: (a) The Escrow Agent is duly organized, validly existing and in good standing under the laws governing its creation and existence and is duly authorized and qualified to conduct business in Puerto Rico and to perform the duties required of it hereunder. (b) The execution and delivery of this Agreement by the Escrow Agent in the manner contemplated herein and the performance and compliance with the terms hereof by the Escrow Agent will not violate the Escrow Agreement and do not require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained. (c) This Agreement has been duly executed and delivered by the Escrow Agent.
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Representations and Warranties of Escrow Agent. Escrow Agent represents and warrants to Lender, Trust and Agent, as of the Agreement date, and as of each date it accepts funds to be held in escrow hereunder, as follows: (a) Escrow Agent is organized and validly existing under the laws of the United States of America, with the right to perform all of its obligations hereunder; (b) The execution, delivery and performance of this Agreement by Escrow Agent have been duly authorized by all necessary action on the part of Escrow Agent; and (c) This Agreement is the legal, valid and binding obligation of Escrow Agent enforceable by Lender and Agent against Escrow Agent in accordance with the terms hereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general principles of equity.
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Representations and Warranties of Escrow Agent. Escrow Agent makes the following representations and warranties: (a) It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, as applicable, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder. (b) This Escrow Agreement has been duly approved by all necessary action, including any necessary shareholder or membership approval, has been executed by its duly authorized officers and, assuming this Escrow Agreement constitutes the binding obligations of the other parties hereto, constitutes its valid and binding agreement, enforceable in accordance with the terms hereof. (c) It is an insured depository institution, for the purpose of the Federal Deposit Insurance Act, and in good standing with the FDIC, and deposits made in Escrow Agent are insured by the FDIC to the fullest extent permitted by law. (d) The Escrow Funds will not be subject to any lien, claim or other encumbrance arising from or through Escrow Agent other than liens for Escrow Agent’s fees and expenses pursuant to Section 11 hereof.
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Related to Representations and Warranties of Escrow Agent

  • Representations and Warranties of the Escrow Agent The Escrow Agent represents and warrants to Continental, the Investors, the Paying Agent and the Pass Through Trustee as follows: (i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States of America; (ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement and the Deposit Agreement; (iii) the execution, delivery and performance of each of this Agreement and the Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof or thereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement or the Deposit Agreement; (v) neither the execution, delivery or performance by it of this Agreement or the Deposit Agreement, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement or the Deposit Agreement or (B) would call into question or challenge the validity of this Agreement or the Deposit Agreement or the enforceability hereof or thereof in accordance with the terms hereof or thereof, nor is the Escrow Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement or the Deposit Agreement.

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto 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 created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment 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, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment 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 said Apartment; (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 Land to the Corporation till the Completion Certificate is issued; (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 Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

  • 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 SELLER Seller represents and warrants to Buyer as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

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

  • Representations and Warranties of the Purchasers Each Purchaser, 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):

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