Representations and Warranties of WEST. WEST represents and warrants to, as of the Closing Date, and agrees with, the Series 2008-A1 Holders that:
(a) WEST has been duly formed and is validly existing as a Delaware statutory trust in good standing under the laws of the State of Delaware with organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Indenture, has been duly qualified as a foreign trust to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a material adverse effect on (i) its condition (financial or otherwise), results of operations, assets, affairs of WEST and the WEST Subsidiaries taken as a whole, or (ii) the ability of WEST to perform its obligations under any Related Document to which it is a party, or (iii) the enforceability of any Related Document including the ability of the Indenture Trustee to enforce its rights under any Related Document (a material adverse effect on any of (i), (ii) and (iii) above, a “Material Adverse Effect”).
(b) WEST Funding has been duly formed and is validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted, has been duly qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a Material Adverse Effect.
(c) WEST has all requisite organizational power and authority to execute, deliver and perform its obligations under this Agreement and the other Related Documents and to consummate the transactions contemplated hereby and thereby, including, without limitation, the organizational power and authority to issue, sell and deliver the Series 2008-A1 Notes as provided herein and therein and to borrow Series 2008-A1 Loans as provided herein.
(d) This Agreement and each of the other Related Documents to which WEST is a party have been, or as of the Closing Date will be, duly authorized, executed and delivered by WEST and constitute or will constitute valid and legally binding...
Representations and Warranties of WEST. 11 Section 4.01 Incorporation by Reference of Representations and Warranties in the Merger Agreement...........11 Section 4.02 Authorization; No Contravention................................................................11 Section 4.03 Consents; No Conflicts.........................................................................11 Section 4.04 Court Orders...................................................................................12 Section 4.05 Information Provided...........................................................................12 Section 4.06 Financial Advisors and Brokers.................................................................12 Section 4.07 Commercial Opportunity.........................................................................12
Representations and Warranties of WEST. As an inducement to the other parties to enter into this Agreement, WEST hereby makes the following representations and warranties as of the Initial Closing Date and as of each Delivery Date:
Representations and Warranties of WEST. West hereby represents and warrants to each Investor as follows:
Representations and Warranties of WEST. As an inducement to the other parties to enter into this Agreement, WEST hereby makes the following representations and warranties as of the Initial Closing Date and as of each Delivery Date: [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
Representations and Warranties of WEST. Subject to and giving effect to Sections 3.1 and 3.2 and except as set forth in its Disclosure Letter, West (and Merger Sub, as indicated) hereby represents and warrants to Raindance that:
Representations and Warranties of WEST. West represents and warrants to East as follows:
Representations and Warranties of WEST. Except as set forth in the disclosure letter (subject to Section 7.12(c) of this Agreement) delivered to East by West prior to entering into this Agreement (the "West Disclosure Letter") or, to the extent the qualifying nature of such disclosure with respect to a specific representation and warranty is readily apparent therefrom, as set forth in the West Reports (as defined in Section 3.1(e)) filed on or after January 1, 2005 and prior to the date hereof (excluding any disclosures included in any such West Report that are predictive or forward-looking in nature), West hereby represents and warrants to East and Merger Sub that:
Representations and Warranties of WEST. As an inducement to each of the other Parties hereto to enter into this Agreement and to consummate the transactions contemplated hereby, West hereby represents and warrants to each of the other Parties hereto as follows:
Representations and Warranties of WEST. When used in this Agreement with respect to WEST or any of its subsidiaries, or EAST or any of its subsidiaries, as the case may be, the term "
