Representations and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that:
Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to the Company and SPAC as follows:
Representations and Warranties of Sponsor. Sponsor represents and warrants to and in favor of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement and the Transaction Agreement:
(a) Sponsor is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware.
(b) Sponsor has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a legal, valid and binding agreement of Sponsor (assuming that this Agreement has been duly authorized, executed and delivered by the other Parties) enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).
(c) Sponsor is the sole holder of, record and beneficial owner of, or exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, Sponsor will be the sole holder of, record and beneficial owner of, or exercise control or direction over, all the SPAC Sponsor Shares, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement and the Letter Agreement.
(d) Except as contemplated by the Transaction Agreement or the Governing Documents of Sponsor, no Person has any contractual right or privilege for the purchase or acquisition from Sponsor of any of the SPAC Sponsor Shares or for the right to vote any of the SPAC Sponsor Shares.
(e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of Sponsor, threatened against Sponsor that would adversely affect in any manner the ability of Sponsor to enter into this Agreement and to perform its obligations hereunder in any material respect.
(f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the part of Sponsor with respect to the execution, delivery or performance of its obligations under this Agreement by Sponsor, the performance by Sponsor of its obligations under ...
Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Acquiror, PubCo and the Company as of the date of this Agreement as follows:
Representations and Warranties of Sponsor. Sponsor represents and warrants as of the date hereof to Parent and the Company as follows:
Representations and Warranties of Sponsor. Sponsor, without limiting the representations and warranties provided in the Loan Facility Agreement, represents and warrants to the Participants and the Servicer as follows:
(a) The execution, delivery and performance by Sponsor of this Amendment are within Sponsor's corporate powers, have been duly authorized by all necessary corporate action (including any necessary shareholder action) and do not and will not (a) violate any provision of any law, rule or regulation, any judgment, order or ruling of any court or governmental agency, the articles of incorporation or by-laws of Sponsor or any indenture, agreement or other instrument to which Sponsor is a party or by which Sponsor or any of its properties is bound or (b) be in conflict with, result in a breach of, or constitute with notice or lapse of time or both a default under any such indenture, agreement or other instrument.
(b) This Amendment constitutes the legal, valid and binding obligations of Sponsor, enforceable against Sponsor in accordance with their respective terms.
(c) No Unmatured Credit Event or Credit Event has occurred and is continuing as of the Effective Date.
Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants for the benefit of the Securityholders that:
(a) the Trust Securities Certificates issued on the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders will be, as of such date, entitled to the benefits of this Trust Agreement; and
(b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.
Representations and Warranties of Sponsor. Except for the specific representations and warranties contained in this Section 9.1 and in any certificate or agreement delivered pursuant hereto, none of Sponsor nor any person acting on behalf of Sponsor nor any of Sponsor’s affiliates (the “Sponsor Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Sponsor and this offering, and Sponsor hereby disclaims any such representation or warranty. Sponsor hereby represents and warrants to the Company as follows:
Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants for the benefit of the Holders that the Trust Securities Certificates issued at the Time of Delivery on behalf of the Issuer Trust have been duly authorized and, upon their execution, authentication, delivery and issuance in accordance with the terms hereof and of the Underwriting Agreement and the Common Securities Subscription Agreement (as applicable), will have been duly and validly executed, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders will be, as of each such date, entitled to the benefits of this Trust Agreement.
Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Commodity Sub-Adviser that:
(a) Sponsor is duly formed and validly existing as a Delaware limited liability company, with full power to carry out its obligations under this Agreement and the Trust Agreement.
(b) This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding contract of, Sponsor, enforceable in accordance with its terms.
(c) Sponsor has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be met in order to perform services for the Fund pursuant to this Agreement.
(d) Sponsor is a commodity pool operator duly registered with the CFTC and is a member in good standing of the National Futures Association (“NFA”). Sponsor shall maintain such registration and membership in good standing during the term of this Agreement.
(e) The Materials do not and will not contain 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 in which they are made, not misleading, or omit to state any material information required to be disclosed therein under the Commodity Exchange Act of 1936 (“CEA”), the Securities Act of 1933, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to Sponsor by or on behalf of Commodity Sub-Adviser as to it, including, without limitation, all references to Commodity Sub-Adviser and its affiliates, controlling persons, members, directors, officers and employees, as well as to Commodity Sub-Adviser’s trading approach and past performance record, which has been or may be provided by Commodity Sub-Adviser for inclusion in the Materials.
(f) Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Trust Agreement and CFTC Regulation 4.12(c) (“Rule 4.12(c)”). In connection with the offer and sale of the Shares, Sponsor will, and Sponsor will use its reasonable efforts to ensure that any third party selling agents will, comply fully at all times with all federal, state and foreign securities laws, the CEA, Rule 4.12(c), and ...
