Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee that:
(a) The Grantor has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution Agreement.
(b) The Grantor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for.
(c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement have been duly authorized by the Grantor by all necessary statutory trust action.
(d) This Agreement, when duly executed and delivered, shall constitute legal, valid and binding obligation of the Grantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(e) The consummation of the transactions contemplated by this Agreement and any other Transaction Document to which the Grantor is a party, and the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or with...
Representations and Warranties of the Grantor. The Grantor represents and warrants to the Grantee that (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid, binding and enforceable obligation of the Grantor; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option and paid for by Grantee as contemplated hereby, will be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights; (d) the execution and delivery of this Agreement by the Grantor and, except as otherwise required by the HSR Act and for such filings as are required by NASDAQ and under any applicable federal security laws and regulations, the consummation by it of the transactions contemplated hereby do not require the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, result in a breach of or the acceleration of any obligation under, or constitute a default under, any provision of Grantor's Articles of Incorporation or By- laws, or any material indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, judgment, ordinance, decree or restriction by which the Grantor or any of its Subsidiaries or any of their respective properties or assets is bound; (e) no "fair price," "moratorium," "control share acquisition," "interested shareholder" or other form of antitakeover statute or regulation, or similar provision contained in the Articles of Incorporation or By-laws of Grantor, is or shall be applicable to any of the transactions contemplated by this Agreement, and the Board of Directors of Grantor has taken all action to approve the transactions contemplated hereby to the extent necessary to avoid any such application (including the Board of Directors of Grantor having determined that the purchase price under Sections 8 and 9 hereof will not violate any rights of any holde...
Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantee as follows:
Representations and Warranties of the Grantor. The Grantor represents and warrants to the Optionee, that:
Representations and Warranties of the Grantor. The Grantor represents and warrants to each Purchaser as of the date hereof as set forth below in this Article II.
Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Secured Party as of the Issue Date (it being agreed by the Grantor that all the representations and warranties of the Grantor contained in this Agreement, or in any other Loan Document, shall be deemed remade by Grantor as of the issuance of any additional bonds of the Specific Series) that:
(a) The Grantor is the sole present or future (as applicable) owner of relevant Collateral upon which it purports to grant a security interest hereunder, and has full and unaffected title thereto and that such security is (and will be as far as future rights and claims are concerned) free and clear from any encumbrances, subject only to the rights and encumbrances created under this Agreement.
(b) No effective collateral agreement, financing statement, equivalent security or lien instrument or continuation statement, financing statement or financing change statement covering all or any part of the Collateral is on file or of record in any public office, other than any such instrument included in the Loan Documents.
(c) This Agreement is effective to create in favor of the Secured Party (i) a valid and continuing Security Interest in the Collateral and (ii) upon the implementation of a crypto custodian control agreement entered into pursuant to Section 4(b), a perfected Security Interest in the Crypto Custodian Wallet and units of the Crypto-Asset in the Crypto Custodian Wallet.
(d) The Grantor’s chief executive office, principal place of business, and place where it keeps its accounting records is set forth under the Grantor’s name on the signature page to this Agreement.
(e) The Grantor’s full legal name is as set forth in the signature page to this Agreement and, since the date of its formation, the Grantor has not maintained any other name or any assumed name or trade name.
(f) The Grantor is a company with limited liability (Gesellschaft mit beschränkter Haftung), duly organized and registered under the laws of Germany.
(g) The Loan Documents to which the Grantor is a party, and all other documents, agreements and certificates required hereby or at any time hereafter delivered to the Secured Party in connection herewith or therewith, have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of the Grantor, enforceable against the Grantor in accordance with their respective terms, subject to applicable ...
Representations and Warranties of the Grantor. As of the date hereof, with respect to each Aircraft subjected to the Lien of this Aircraft Security Agreement on such date, the Grantor represents and warrants that:
Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Participant that as of the date of this Agreement and every day thereafter:
(a) it has the full power and authority to enter into, has authorised and has obtained all necessary consents for the execution by it of, and performance by it under, this Agreement and that its obligations hereunder are legal, valid and binding upon it;
(b) the execution, delivery and performance of this Agreement by the Grantor has not resulted in and will not result in a breach of any provision of, or constitute a default under:
(i) the Grantor’s constitutional or governing documents or the documentation to which it is a party in relation to the Participation Assets; or
(ii) any statute, law, order, rule or regulation of any relevant governmental authority or agency; and
(c) no registration with, or consent or approval of, or any other action by any governmental authority or agency or other person is required to be carried out, obtained or requested by the Grantor in connection with the execution, delivery and performance by the Grantor of this Agreement, which has not been already obtained.
Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Management Trustee as follows:
(a) Upon the receipt of the initial Trust Property by the Trustees under this Agreement, the Trustees will have good title to such Trust Property.
(b) This Trust Agreement has been duly and validly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Grantor, enforceable in accordance with its terms, subject to Bankruptcy Law and other laws relating to creditors’ rights; and equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.
Representations and Warranties of the Grantor. The Grantor represents --------------------------------------------- and warrants to the Grantee that: (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to general equity principles and to the California General Corporation Law; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Option Shares issuable upon exercise of the Option and the Option Shares, when issued and delivered by the Grantor upon the exercise of the Option in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non- assessable and free of any lien, security interest or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act and, except for routine filings under the Securities Exchange Act of 1934, as amended, and the listing of the Option Shares in accordance with Section 6, the execution and delivery of this Agreement by the Grantor and the
