Representations and Warranties of PMI. PMI represents and warrants as follows:
(a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.
(b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it.
(d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(e) As reported in PMI’s Annual Report on Form 10-K for the year ended 31 December 2020, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2020 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in PMI’s Annual Report on Form 10-K for the year ended 31 December 2020, Quarterly Reports on Form 10-Q for the quarters ended 31 March 2021 and 30 June 2021, and in any Current Report on Form 8-K filed subsequent to 31 December 2020, but prior to 29 September 2021, since 31 December 2020 there has been no material adverse change in such position or operations.
(f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrat...
Representations and Warranties of PMI. PMI hereby represents and warrants to Prosper Funding, as of the date hereof, as follows:
Representations and Warranties of PMI. Each of the representations and warranties of PMI set forth in this Schedule 3 is qualified and made subject to the disclosures made in the PMI Disclosure Documents and the PMI Disclosure Letter. Any specific reference to the PMI Disclosure Documents or the PMI Disclosure Letter herein is solely for convenience of reference. PMI hereby represents and warrants to Kxxxxx (and acknowledges that Kxxxxx is relying upon such representations and warranties in connection with entering into this Agreement) as set forth below:
Representations and Warranties of PMI. Except as otherwise set forth in the PMI Disclosure Schedule, PMI represents and warrants to the Purchaser as of the date hereof (or, in the case of any representation or warranty that speaks as of a specific date or time, as of such specific date or time) as follows:
Representations and Warranties of PMI. PMI hereby represents and warrants to Asanko as set forth in Schedule 3, such representations and warranties being subject to the Transaction. For purposes of the representations and warranties of PMI, Asanko is deemed to have knowledge of all information contained in the PMI Disclosure Documents as were publicly available through SEDAR as at the date hereof. Representations and Warranties of Asanko
Representations and Warranties of PMI. PMI hereby represents and warrants to Carrara and Subco, and acknowledges that Carrara and Subco are relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of either Carrara or Subco, as follows:
Representations and Warranties of PMI. PMI hereby represents and warrants to Company that:
Representations and Warranties of PMI. PMI hereby represents and warrants to Kxxxxx as set forth in Schedule 3, such representations and warranties being subject to the Transaction. For purposes of the representations and warranties of PMI, Kxxxxx is deemed to have knowledge of all information contained in the PMI Disclosure Documents as were publicly available through SEDAR as at the date hereof.
Representations and Warranties of PMI. PMI hereby represents and warrants to NJEA as of the Effective Date as follows:
Representations and Warranties of PMI. PMI represents and warrants as follows:
