REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONS. The Corporations represent and warrant to Moorx xxxt this Agreement and the Note constitute the valid and binding obligation of each of the Corporations, and that this Agreement and the Note have been authorized and approved by all necessary corporate action of each of the Corporations.
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REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONS. AND THE SHAREHOLDERS 6 3.1 Organization, Standing and Qualification 6 3.2 Capitalization7 3.3 No Change in Stock Ownership and Other Pooling Representations 7 3.4 Authority for Agreement and Filed Plans 7 3.5 No Breach or Default 8 3.6 Subsidiaries 9 3.7 Financial Statements 9 3.8 Liabilities 9 3.9 Accurate and Complete Records 10 3.10 Permits and Licenses 11 3.11 Certain Receivables 13 3.12 Fixed Assets and Real Property 13 3.13 Related Party Transactions 14 3.14 Contracts and Agreements; Adverse Restrictions 15 3.15 Insurance 15 3.16 Personnel 16 3.17 Benefit Plans and Union Contracts 16 3.18 Taxes 18 3.19 Copies Complete; Required Consents 18 3.20 Customers, Billxxxx, Xxrrent Receipts and Receivables 19 3.21 No Change With Respect to the Corporations 19 3.22 Balance Sheet Date Debt; Balance Sheet Date Current Assets and Balance Sheet Date Current Liabilities 21 3.23 Bank Accounts 22 3.24 Compliance With Laws 22 3.25 Powers of Attorney 24 3.26 Underground Storage Tanks 24 3.27 Patents, Trademarks, Trade Names, etc. 25 3.28 Assets, etc. Necessary to Business 26 3.29 Condemnation 26 3.30 Suppliers and Customers 26
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONS. Each of the Corporations and the Principals jointly and severally represent and warrant to UAG, UAG Northeast, DPI and DPI Subsidiaries that:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONS. The Corporations hereby represent and warrant as follows:
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REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONS. Each Corporation represents and warrants to the Lender as follows as of the date hereof. It is acknowledged that the Lender are relying upon said representations and warranties for the purpose of consummating the transactions herein contemplated, and that each of these representations and warranties constitutes an essential condition to the granting of the Loan Amounts.
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONS

  • Representations and Warranties of the Corporation The Corporation hereby represents and warrants to the Purchaser as follows:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES (a) Each of the Companies represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each of its Accounts, prior to any issuance or sale of any Contracts by such Account and during the term of this Agreement, will be legally and validly established as a separate account pursuant to relevant state insurance law and either: (i) will be registered as a unit investment trust in accordance with the provisions of the 1940 Act; or (ii) will be exempt from such registration.

  • Representations and Warranties of the Consultant The Consultant represents and warrants to and covenants with the Company that:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that:

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR The Contributor represents and warrants to the Operating Partnership as set forth below in this ARTICLE 2. Notwithstanding any other provision of the Contribution Agreement or this EXHIBIT E, the Contributor makes representations, warranties and indemnities only with respect to: (i) the Properties identified on EXHIBIT A to the Contribution Agreement (the "Property" or the "Properties"), and (ii) the interests in the Partnerships to be transferred by the Contributor.

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

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