Representations and Warranties of Indemnitor Sample Clauses

Representations and Warranties of Indemnitor. Indemnitor represents and warrants to Home & Security as follows: (a) Indemnitor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Indemnitor has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. All corporate acts and other proceedings required to be taken by Indemnitor to authorize the execution, delivery and performance of this Agreement have been duly and properly taken. This Agreement has been duly executed and delivered by Indemnitor and constitutes a legal, valid and binding obligation of Indemnitor enforceable against it in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy and other similar laws of general application relating to or affecting the rights and remedies of creditors and that the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (b) The execution and delivery of this Agreement by Indemnitor does not, and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation to any person under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the properties or assets of it under, any provision of (i) its certificate of incorporation or bylaws, (ii) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which it is a party or by which any of its properties or assets are bound or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to it or its properties or assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate, would not have a material adverse effect on the ability of it to perform its obligations hereunder. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any government or any court of competent jurisdiction, administrative agency or commissio...
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Representations and Warranties of Indemnitor. Indemnitor represents and warrants to the Indemnitees, at and as of the Closing Date (as defined in the Reorganization Agreement), all of the following:
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Representations and Warranties of Indemnitor. Indemnitor represents and warrants to the Indemnitees, at and as of the Effective Date (as defined in the Merger Agreement), all of the following: (a) Indemnitor has the power and authority to enter into and to perform his obligations hereunder and to carry out the terms hereof; (b) the execution, delivery and performance by Indemnitor of this Agreement does not require any other approval or consent; (c) this Agreement is in full force and effect, has been duly executed and delivered by, or on behalf of, Indemnitor, by an authorized person, and constitutes the valid and binding obligation of Indemnitor, enforceable against Indemnitor in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (d) the execution, delivery and performance by Indemnitor of this Agreement, and the consummation of the transactions contemplated hereby, will not result in any violation of, breach of or default under any contract or agreement to which he is a party or by which he or his property is bound, or of any license, permit, franchise, judgment, writ, injunction, decree, order, law, ordinance, rule or regulation applicable to him.
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Representations and Warranties of Indemnitor. As an inducement to Purchaser to enter into this Indemnification Agreement and the Purchase Agreement and consummate the transactions contemplated hereby and thereby, Indemnitor represents and warrants with respect to itself and the Purchased Interests, as applicable, that as of the Effective Date and, except as otherwise expressly provided herein, as of the Closing Date:
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Representations and Warranties of Indemnitor. The Indemnitor represents and warrants to the Indemnitees, at and as of the Closing Date (as defined in the Share Exchange Agreement), solely with respect to himself, all of the following:
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Representations and Warranties of Indemnitor. Indemnitor hereby represents and warrants to Seller that:
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Representations and Warranties of Indemnitor 
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Related to Representations and Warranties of Indemnitor

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City 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 ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company 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.

  • Representations and Warranties of Xxxxx Xxxxx represents and ---------------------------------------- warrants to the Company that: (a) Xxxxx is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD. (b) Xxxxx is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Xxxxx, and this Agreement is a legal valid and binding obligation of Xxxxx, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy). (d) Xxxxx and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Xxxxx shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and Xxxxx is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates. (e) The execution and delivery of this Agreement by Xxxxx, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of Xxxxx or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Xxxxx is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by Xxxxx to purchase Certificates will be handled in accordance with Rule 15c2-4 under the 0000 Xxx. (g) There is not now pending nor, to Xxxxx' knowledge, threatened against Xxxxx any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Xxxxx' activities as a broker-dealer.

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer that:

  • Representations and Warranties of Agent Agent represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Shareholder Servicing Agreement and to perform the services contemplated by this Agreement.

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • Representations and Warranties of Investor Investor hereby represents and warrants to, and agrees with, the Company that the following are true and as of the date hereof and as of each Advance Date:

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