Representations and Warranties of MCWT Sample Clauses

Representations and Warranties of MCWT. MCWT represents and warrants to Board that, as of the Effective Date: (a) the execution, delivery and performance of this Agreement and the transactions contemplated hereby are all within MCWT’s power, have been duly authorized and are not in breach of the terms of its certificate of incorporation, by-laws, or other organizational documentation, or any material indenture, agreement or undertaking to which MCWT is a party or by which MCWT or its property are bound, and are not in breach of applicable law or regulation; (b) this Agreement constitutes a legal, valid, and binding obligation of MCWT enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency or creditors’ rights limitations and laws generally, and (ii) general equitable principles; and (c) no consent, approval, authorization or order of any state or federal court or governmental agency or body or of any other parties is required for the consummation by MCWT of the transactions contemplated by this Agreement except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of MCWT to perform its obligations under this Agreement.
Sample 1
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Related to Representations and Warranties of MCWT

  • NOW, THEREFORE the parties hereto agree as follows:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Definitions As used in this Agreement:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • General The Trustee shall keep proper books of record and account of all the transactions of each Trust under this Indenture at its corporate trust office, including a record of the name and address of, and the Units issued by each Trust and held by, every Unit holder, and such books and records of each Trust shall be open to inspection by any Unit holder of such Trust at all reasonable times during the usual business hours. The Trustee shall make such annual or other reports as may from time to time be required under any applicable state or federal statute or rule or regulations thereunder.

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