REPRESENTATIONS AND WARRANTIES OF THE. PROMOTER The Promoter hereby represents and warrants to the Allottee as follows:
(i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project;
(ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project;
(iii) There are no encumbrances upon the said Land or the Project;
(iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the Apartment;
(v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and Apartment and common areas;
(vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected;
(vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the said Land, including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement;
(viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement;
(ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the Apartment to the Allottee and the common areas to the Association of the Allottees;
(x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property;
(xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities;
(xii) No notice from the Government or any ...
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes...
REPRESENTATIONS AND WARRANTIES OF THE. Property Trustee and the -------------------------------------------------------------- Delaware Trustee. ---------------- The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor, the ANZ Australian Affiliate and the U.K. Company that:
(a) The Property Trustee is a banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of this Distribution Trust Agreement.
(b) The execution, delivery and performance by the Property Trustee of this Distribution Trust Agreement has been duly authorized by all necessary corporate action on the part of the Property Trustee; and this Distribution Trust Agreement has been duly executed and delivered by the Property Trustee, and assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).
(c) The Delaware Trustee is duly organized, validly existing and in good standing as a banking corporation under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Distribution Trust Agreement.
(d) The execution, delivery and performance by the Delaware Trustee of this Distribution Trust Agreement has been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Distribution Trust Agreement has been duly executed and delivered by the Delaware Trustee, and assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (r...
REPRESENTATIONS AND WARRANTIES OF THE. Seller as to the Receivables. The Seller makes the following representations and warranties as to the Receivables on which the Trust relies in accepting the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement in the case of the Initial Receivable and as of the applicable Subsequent Transfer Date in the case of the Subsequent Receivables, except in each case to the extent otherwise provided in the following representations and warranties, but shall survive the sale, transfer and assignment of the Receivables to the Trust and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
REPRESENTATIONS AND WARRANTIES OF THE. Company The Company represents and warrants to the Trust that: (1) It is a business trust duly organized and existing and in good standing under the laws of the State of Delaware.
REPRESENTATIONS AND WARRANTIES OF THE. PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE Section 7.01. Property Trustee............................................23 Section 7.02. Delaware Trustee............................................23
REPRESENTATIONS AND WARRANTIES OF THE. Guarantor. The Guarantor represents and warrants to the Obligee that:
2.1 the Guarantor is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation with full corporate power and authority to conduct its business as the same is presently conducted;
2.2 the Guarantor has legal power and authority to enter into and carry out the terms of this Guarantee;
2.3 this Guarantee has been duly authorized by all necessary action, corporate or other, on the part of the Guarantor, and this Guarantee constitutes in accordance with its terms, a legal, valid and binding instrument enforceable against the Guarantor, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights from time to time in effect;
2.4 except as previously disclosed to the Syndicate Agent and the Agent in writing, there are no actions, suits or proceedings pending or, to the Guarantor's knowledge, threatened against the Guarantor, which question the validity of this Guarantee or action taken or to be taken by the Guarantor pursuant to this Guarantee which would, if adversely determined, materially and adversely affect the performance by the Guarantor of its obligations hereunder;
2.5 the execution and delivery of this Guarantee by the Guarantor and the performance by the Guarantor of its obligations under this Guarantee will not violate any provisions of the Certificate of Incorporation or Bylaws of the Guarantor and will not result in a breach of the terms and provisions of, or constitute a default under, any other agreement or undertaking by the Guarantor or by which it or any of its property is bound or any order of any court or administrative agency entered in any proceedings binding on the Guarantor, or violate any applicable statute, rule or regulation;
2.6 the Guarantor is not in default and no Incipient Default has occurred, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this Guarantee, under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto or evidence of indebtedness to which it is a party or by which it is bound, and is not in violation of or in default, in any respect which would materially and adversely affect the ability of the Guarantor to perform its obligations under this G...
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 4.1
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 3.1 Organization; Qualification of Company.......................7 Section 3.2 Authorization................................................7 Section 3.3 Execution; Validity of Agreement.............................8 Section 3.4 Capitalization...............................................8 Section 3.5 Consents and Approvals; No Violations........................8 Section 3.6 Subsidiaries.................................................9 Section 3.7
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 3.1 Organization, Standing and Power 24 Section 3.2 Capital Structure 24 Section 3.3 Authority 25 Section 3.4 Consents and Approvals; No Violation 26 Section 3.5 SEC Documents and Other Reports 27 Section 3.6 Registration Statement and Joint Proxy Statement 28 Section 3.7 Absence of Certain Changes or Events 28 Section 3.8 No Existing Violation, Default, Etc. 29 Section 3.9 Licenses and Permits 30 Section 3.10 Environmental Matters 30 Section 3.11 Tax Matters 31 Section 3.12 Actions and Proceedings 31 Section 3.13 Labor Matters 32 Section 3.14 Contracts 32 Section 3.15 ERISA 33 Section 3.16 Liabilities 35 Section 3.17 Opinion of Financial Advisor 35 Section 3.18 State Takeover Statutes; Absence of Stockholder Rights Plan 35 Section 3.19 Pooling of Interests; Reorganization 35 Section 3.20 Brokers 36 Section 3.21 Ownership of Parent Capital Stock 36
