REPRESENTATIONS AND WARRANTIES OF KEYSTONE. In addition to the representations and warranties set forth elsewhere in this Agreement, Keystone hereby represents and warrants to Seller as follows:
(a) Keystone is a limited partnership organized, validly existing and in good standing under the laws of Delaware with full power and authority to enter into this Agreement. Keystone further represents that it is not involved in any litigation with any party which would jeopardize or impair its ability to perform this Agreement.
(b) The persons executing and delivering this Agreement on Keystone's behalf are acting pursuant to proper authorization and this Agreement is the valid and binding obligation of Keystone and is enforceable in accordance with its terms.
(c) Neither the execution and delivery by Keystone of this Agreement nor the consummation by Keystone of the transactions contemplated hereby is an event which, of itself or with the giving of notice or the passage of time or both, constitutes a violation of or will conflict with or result in any material breach of or any default under the terms, conditions or provisions of any judgment, law, rule or regulation to which Keystone is subject, or of Keystone's organizational documents, or of any agreement or instrument to which Keystone is a party or by which it is bound.
(d) The berthing and unloading facilities at the Facility will not require specially designed barges and will be located where a tug and a barge up to 450 feet in length laden to a draft of 20 feet can approach, lie alongside and depart always safely afloat under extreme low tide conditions or in adverse weather. The berthing and unloading facilities will be designed and constructed to withstand the normal forces occurring during the docking, mooring, shifting and unloading of barges carrying no more than 10,000 short tons of coal. The berthing and unloading facilities shall have a barge haul system of sufficient size to move and stop barges safely beneath the unloader and controlled by Keystone.
REPRESENTATIONS AND WARRANTIES OF KEYSTONE. Keystone hereby represents and warrants to Ctrip that each of the representations and warranties set forth below is true and correct as of the date hereof:
(a) it is duly organized, validly existing and in good standing under the applicable Law and it has carried out all procedures and obtained all approvals required under the applicable Law and has the requisite power under the applicable Law to enter into this Agreement and to perform all of its obligations hereunder;
(b) it has taken all internal actions necessary to authorise it to enter into or perform this Agreement; and
(c) neither the execution nor performance of this Agreement will conflict with, or result in a breach of, or constitute a default under, any provision of the articles of association of Keystone or any other contracts or agreements binding upon it other than any such conflicts, breaches or defaults under any such other contracts or agreements that would not reasonably negatively affect the ability of it to perform this Agreement, and there is no agreement with a third party affecting or limiting its right to perform this Agreement or subjecting such performance to a third party’s prior consent.
REPRESENTATIONS AND WARRANTIES OF KEYSTONE. Keystone represents and warrants to the Company as follows, except as Previously Disclosed:
REPRESENTATIONS AND WARRANTIES OF KEYSTONE. Except as has been fully disclosed to the Acquiring Fund in a written instrument executed by an officer of Keystone, Keystone, on behalf of the Acquired Fund, represents and warrants to MainStay Funds as follows:
(a) The Acquired Fund is a duly established series of Keystone, which is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, with power under Keystone’s Declaration of Trust and By-Laws, each as amended from time to time, to own all of its properties and assets and to carry on its business as it is presently conducted.
(b) Keystone is registered with the Commission as an open-end management investment company under the 1940 Act, and the registration of the Acquired Fund Shares under the Securities Act of 1933, as amended (the “1933 Act”), is in full force and effect.
(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by Keystone on behalf of the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act, and such as may be required under state securities laws.
(d) The current prospectus, statement of additional information, shareholder reports, marketing and other related materials of the Acquired Fund and each prospectus and statement of additional information of the Acquired Fund used at all times prior to the date of this Agreement conform or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
(e) At the Effective Time, Keystone, on behalf of the Acquired Fund, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for such Assets, MainStay Funds, on behalf of the Acquiring Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as ...
REPRESENTATIONS AND WARRANTIES OF KEYSTONE. Except as set forth in the written disclosure schedule delivered by Keystone to Check-Cap (the “Keystone Disclosure Schedule”), Keystone represents and warrants to Check-Cap as follows:
REPRESENTATIONS AND WARRANTIES OF KEYSTONE. Keystone represents and warrants to Acquiror and Merger Sub as follows:
Section 3.1. Corporate Organization of Keystone. Keystone is duly incorporated and validly subsisting as a corporation in good standing under the laws of the Commonwealth of Pennsylvania and has the requisite corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted. The Articles of Incorporation and Bylaws of Keystone previously made available by Keystone to Acquiror (the "Keystone Charter Documents") are true, correct and complete. Keystone is duly licensed or qualified to transact business, and is in good standing, as a foreign corporation in each other jurisdiction set forth on Schedule 3.1 and in each other jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect on the Business.
REPRESENTATIONS AND WARRANTIES OF KEYSTONE. 18 5.1 Corporate Existence and Power.................................... 18 5.2 Corporate Authorization.......................................... 18 5.3
REPRESENTATIONS AND WARRANTIES OF KEYSTONE. Except as set forth in and qualified by the schedules attached hereto, Keystone hereby makes the following representations and warranties to North Star and the North Star Shareholders, to its Knowledge.
REPRESENTATIONS AND WARRANTIES OF KEYSTONE. Keystone represents and warrants to NAB that, except in each case as disclosed in a letter delivered to NAB on the date of this Agreement:
REPRESENTATIONS AND WARRANTIES OF KEYSTONE. Except as set forth in and qualified by the schedules attached hereto, Keystone hereby makes the following representations and warranties to Inteuro and the Inteuro Shareholders.
