Representations and Warranties of the Auction Agent. The Auction Agent represents and warrants to the Fund that:
(i) the Auction Agent is duly organized and is validly existing as a banking corporation in good standing under the laws of the State of New York and has the corporate power to enter into and perform its obligations under this Agreement; and
(ii) this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles.
Representations and Warranties of the Auction Agent. The Auction Agent represents and warrants to the Company that the Auction Agent is duly organized and is validly existing as a banking corporation in good standing under the laws of the State of New York, and has the corporate power to enter into and perform its obligations under this Agreement.
Representations and Warranties of the Auction Agent. The Auction Agent represents and warrants to the Issuer that:
(a) the Auction Agent is duly organized and is validly existing as a corporation in good standing under the laws of the State of Utah, and has the corporate power to enter into and perform its obligations under this Agreement;
(b) this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles;
(c) the Auction Agent is registered as a broker-dealer with the SEC, is a member in good standing of FINRA and is duly registered and qualified as a dealer in securities in such states and other jurisdictions as its business requires; and
(d) the Auction Agent will not bid for or purchase the Securities, nor offer for sale or sell the Securities other than in its capacity as agent pursuant to this Agreement.
(e) the execution and delivery of this Agreement do not and will not conflict with, violate, or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Auction Agent’s Organizational Documents, any order or decree of any court or public authority having jurisdiction over the Auction Agent, or any mortgage, indenture, contract, agreement or undertaking to which the Auction Agent is a party or by which it is bound;
Representations and Warranties of the Auction Agent. (a) The Auction Agent hereby represents and warrants to the Trustee that it (i) has been duly incorporated and is validly existing and in good standing as a New York banking corporation and (ii) has all necessary authority, approvals, consents (whether from the Issuer or otherwise) to enter into and perform its obligations under this Agreement; this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid, binding and enforceable obligation of the Auction Agent, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws of general applicability relating to or affecting creditors' rights and subject to general principles of equity and the exercise of judicial discretion.
(b) Neither the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any law or regulation, any order or decree of any court or public authority having jurisdiction over the Auction Agent, to the best of its knowledge without any independent investigation, or any mortgage, indenture, contract, agreement or undertaking to which the Auction Agent is party or by which it is bound, or the organizational documents pursuant to which the Auction Agent has been created and under which it is operating.
(c) All approvals, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over the Auction Agent which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Auction Agent of its obligations under this Agreement have been obtained.
Representations and Warranties of the Auction Agent. The Auction Agent hereby represents and warrants to the Issuer that:
5.1 The Auction Agent (i) has been duly incorporated and is validly existing and in good standing as a banking corporation under the laws of the State of New York, and (ii) has all necessary authority to enter into and perform its obligations under this Auction Agent Agreement. This Auction Agent Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and, assuming it is a legal, valid and binding agreement among the other parties thereto, constitutes the legal, valid, binding and enforceable obligation of the Auction Agent.
Representations and Warranties of the Auction Agent. The Auction Agent hereby represents and warrants to WASI that the Auction Agent (i) has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of North Carolina, and (ii) has all necessary authority to enter into and perform its obligations under this Auction Agent Agreement. This Auction Agent Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid, binding and enforceable obligation of the Auction Agent.
Representations and Warranties of the Auction Agent. The Auction Agent represents and warrants to the Fund that:
(i) the Auction Agent is duly organized and is validly existing as a banking corporation in good standing under the laws of Delaware and has the corporate power to enter into and perform its obligations under this Agreement;
(ii) this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles; and
(iii) the Auction Agent has such licenses, consents, approvals and registrations as are necessary or appropriate to perform the services and duties set forth in this Agreement, and will maintain them in effect for the duration of this Agreement.
Representations and Warranties of the Auction Agent. The Auction Agent represents and warrants to the Fund that:
(i) The Auction Agent is duly organized and is validly existing as a banking corporation in good standing under the laws of the State of New York and has the corporate power to enter into and perform its obligations under this Agreement; and
(ii) Assuming this Agreement has been duly and validly authorized and executed by the Fund, this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles.
Representations and Warranties of the Auction Agent. The Auction Agent represents and warrants to the Fund that:
(i) The Auction Agent is duly organized and is validly existing as a banking corporation in good standing under the laws of the State of New York and has the corporate power to enter into and perform its obligations under this Agreement;
(ii) this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject only to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles; and
(iii) the execution and delivery of this Agreement does not and will not conflict with, violate or result in a breach of the terms, conditions or provisions of or constitute a default under, the Agreement or any order or decree of any court or public authority having jurisdiction over the Auction Agent or any mortgage, indenture, contract, agreement or undertaking to which the Auction Agent is a party or by which it is bound the effect of which conflict, violation, breach or default would be material to the Auction Agent.
Representations and Warranties of the Auction Agent. (i) The Auction Agent represents and warrants to the Company that: (i) it is duly organized and is validly existing as a national banking corporation in good standing under the laws of the United States, with power and authority (corporate or otherwise) to enter into and perform its obligations under this Agreement;
(ii) It has in full force and effect all permits, certificates, franchises, licenses, authorizations and similar approvals necessary in connection with the Auction Agent's performance of this Agreement;
(iii) This Agreement has been duly authorized, executed and delivered by it and, assuming due authorization, execution and delivery by the Company, constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, subject to Section 5.1(v) hereof;
(iv) The performance by it of this Agreement and the consummation by it of the transactions herein contemplated will not result in any violation of the provisions of its Certificate of Incorporation or any statute or any
