Representations and Warranties of Metro Sample Clauses

Representations and Warranties of Metro. Metro represents and warrants to the Company and the Parent as follows:
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Representations and Warranties of Metro. Metro hereby represents and warrants as follows: (a) Metro is a municipal corporation created and existing pursuant to the Constitution and laws of the State of Tennessee and has the full legal right, power, and authority to enter into and perform this Agreement. (b) As of the Effective Date, Metro will have taken all action required to authorize and approve the execution, delivery, and performance of this Agreement by and on behalf of Metro. (c) This Agreement has been duly and validly authorized, executed, and delivered by Metro and, assuming the due authorization and execution hereof by the other Parties, constitutes a valid, legal, and binding obligation of Metro enforceable in accordance with its terms. (d) The execution, delivery, and performance of this Agreement by Metro does not to its actual knowledge violate or constitute a breach of or default under Metro’s Charter or any applicable provisions of the Constitution or any law or administrative regulation of the State of Tennessee or of the United States. (e) There is no action or proceeding pending against Metro in court or threatened in writing against Metro, a final adverse determination of which would reasonably be expected to materially adversely affect the transactions contemplated by this Agreement or which would adversely affect the validity or enforceability against Metro of, or its ability to perform, this Agreement. (f) Neither Metro nor any person so authorized to act on Metro’s behalf has agreed to pay any commission, percentage, or fee of any kind to any person or entity contingent upon or resulting from entering into or performing this Agreement.
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Representations and Warranties of Metro. Metro represents and warrants to StadCo, as of the Effective Date (unless otherwise expressly provided herein) and thereafter until this Agreement expires or is terminated, as follows:
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Representations and Warranties of Metro. Metro makes the following representations and warranties to Parking Company as of the date hereof and as of the Closing Date and acknowledges that Parking Company and its Representatives are relying upon such representations and warranties in entering into this Agreement and in consummating the Transaction:
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Representations and Warranties of Metro. Metro represents and warrants to Carolco that the statements contained in this Article IV are true and correct as of the date hereof.
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Representations and Warranties of Metro. Metro represents and warrants to StadCo and the XXX Developer, as of the Effective Date (unless otherwise expressly provided herein), as follows:
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Related to Representations and Warranties of Metro

  • Representations and Warranties of Xxxxx Xxxxx represents and --------------------------------------- warrants to, and covenants and agrees with, Universal as follows: (a) Xxxxx has all requisite power and authority to execute, deliver and perform this Agreement, and all corporate acts and proceedings required for the authorization, execution and delivery of this Agreement and the performance of this Agreement have been lawfully and validly taken or will have been so taken prior to the Option Closing. (b) This Agreement constitutes the legal, valid and binding obligation of Xxxxx and is enforceable against Xxxxx in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally. (c) Xxxxx acknowledges that it has conducted and is continuing to conduct an independent due diligence investigation of Interplay, including but not limited to an investigation and verification of the financial condition, results of operation, assets, liabilities, properties, prospects or projected operations of Interplay. Xxxxx further acknowledges that, in making its determination to acquire, or exercise, the Option contemplated by this Agreement, Universal shall not have been deemed to have made to Xxxxx any representation or warranty other than as expressly made by Universal in Section 5 hereof. Without limiting the generality of the foregoing, Universal makes no representation or warranty to Xxxxx with respect to the financial condition, results of operation, assets, liabilities, properties, prospects and projected operations of Interplay or any other information or documents (financial or otherwise) made available to Xxxxx or its counsel, accountants or advisers with respect to Interplay. (i) Xxxxx is acquiring the Option and the Option Stock for investment purposes only, for its own account, and not as nominee or agent for any other person or entity, and not with the view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and (ii) Xxxxx is an "accredited -------------- investor" within the meaning of Regulation D of the Securities and Exchange Commission under the Securities Act.

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

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