REPRESENTATIONS AND WARRANTIES OF GWG AND GWG LIFE Sample Clauses

REPRESENTATIONS AND WARRANTIES OF GWG AND GWG LIFE. Except as set forth in the Schedules to this Agreement (each of which qualifies (i) the correspondingly numbered representation, warranty or covenant if specified therein and (ii) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is readily apparent on its face and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants or to create any of the same), GWG and GWG Life hereby jointly and severally represent and warrant to the Company, each Seller Trust and MHT SPV, as of the date hereof and the Closing, as follows:
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REPRESENTATIONS AND WARRANTIES OF GWG AND GWG LIFE. Section 5.1 Corporate Organization 15 Section 5.2 Due Authorization 15 Section 5.3 No Conflict. 16 Section 5.4 Compliance 16 Section 5.5 Governmental Authorities; Consents 16 Section 5.6 GWG Reports; Financial Statements and Xxxxxxxx-Xxxxx Act 17 Section 5.7 Tax Matters 18 Section 5.8 Capitalization 19 Section 5.9 Litigation 20 Section 5.10 Title to Assets 20 Section 5.11 Investment Company Act 20 Section 5.12 Purchase Entirely for Own Account 20 Section 5.13 Receipt of Information 20 Section 5.14 Accredited Investor 21 Section 5.15 Restricted Security 21 Section 5.16 No Public Market 21 Section 5.17 Legends 21 Section 5.18 Private Placement Memorandum 21 Section 5.19 Brokers’ Fees 22 Section 5.20 Full Disclosure 22
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REPRESENTATIONS AND WARRANTIES OF GWG AND GWG LIFE. Section 5.1 Corporate Organization 15 Section 5.2 Due Authorization 15 Section 5.3 No Conflict 16 Section 5.4 Compliance 16 Section 5.5 Governmental Authorities; Consents 16 Section 5.6 GWG Reports; Financial Statements and Xxxxxxxx-Xxxxx Act 17 Section 5.7 Tax Matters 18 Section 5.8 Capitalization 19 Section 5.9 Litigation 20 Section 5.10 Title to Assets 20 Section 5.11 Investment Company Act 20 Section 5.12 Purchase Entirely for Own Account 20 Section 5.13 Receipt of Information 20 Section 5.14 Accredited Investor 21 Section 5.15 Restricted Security 21 Section 5.16 No Public Market 21 Section 5.17 Legends 21 Section 5.18 Private Placement Memorandum 21 Section 5.19 Brokers’ Fees 22 Section 5.20 Full Disclosure 22 Section 6.1 Conduct of Business 22 Section 6.2 Listing 23 Section 6.3 Company Restrictions 23 Section 6.4 Informational Rights 24 Section 6.5 Investment Company Act; Master Limited Partnership Status 24 Section 7.1 Conduct of Business 24 Section 7.2 No Liens or Security Interests 25 Section 7.3 Preparation of SEC Documents 25 Section 7.4 GWG Stockholders’ Meeting 26 Section 7.5 NASDAQ Listing of Additional Shares 27 Section 7.6 Resale Registration 27 Section 7.7 No Solicitation 27 Section 8.1 Consents and Approvals 28 Section 8.2 Governance Matters 29 Section 8.3 Publicity 30 Section 8.4 Make-Whole 31 Section 8.5 Strategic Initiative 31 Section 8.6 Orderly Marketing Arrangements 31 Section 8.7 Further Assurances 32 Section 8.8 Transfer Taxes 32 Section 8.9 MHT SPV Lock-Up 32
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Related to REPRESENTATIONS AND WARRANTIES OF GWG AND GWG LIFE

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

  • 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • 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 the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • 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 BUYER Buyer hereby represents and warrants to Seller as follows:

  • 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 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.

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