Representations and Warranties of the Amendment Parties and the Member Guarantors Sample Clauses

Representations and Warranties of the Amendment Parties and the Member Guarantors. The Parent Guarantor and the Obligor, jointly and severally, in the case of Sections 3.01 through 3.20, inclusive, and Section 3.25, each Partner in respect of itself in the case of Sections 3.01, 3.02, 3.03, 3.09, 3.13, 3.18(a), 3.19 and 3.20 and each Current Member Guarantor (solely in respect of matters related to such Current Member Guarantor and not in relation to any other Person) in the case of Sections 3.20 through 3.24, inclusive, represents and warrants to each Noteholder on the date hereof and on the Effective Date (as defined below) as follows (and the parties hereto agree that the following representations and warranties shall be deemed to have been made in connection with the Note Agreement and the Notes for all relevant purposes thereof, including without limitation Section 11(e) of the Note Agreement):
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Related to Representations and Warranties of the Amendment Parties and the Member Guarantors

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS Each Guarantor hereby represents and warrants that: (a) It is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary. (b) It has the full power, authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid and binding obligation of each Guarantor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which each Guarantor is a party or by which each Guarantor or its property is bound or to which each Guarantor is subject, or constitute a default under any such agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantors' revenues or assets pursuant to the terms of any such agreement or instrument. (d) Each Guarantor has received and reviewed copies of the Master Repurchase Agreement. (e) This Guaranty is the legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies. (f) There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of each Guarantor's knowledge, threatened against or affecting each Guarantor or any of its property that is reasonably likely to have a material adverse effect on each Guarantor's condition, financial or otherwise. (g) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantors of this Guaranty.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

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