Representations and Warranties of XXXXX Xxxxxx. 00.0 Xxxxx Xxxxxx represents and warrants to each Fund that:
16.1.1 It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
16.1.2 It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts and the State of New Jersey;
16.1.3 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
16.1.4 No legal or administrative proceedings have been instituted or threatened which would impair State Street’s ability to perform its duties and obligations under this Agreement; and
16.1.5 Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it.
Representations and Warranties of XXXXX Xxxxxx. The TIFIA Lender represents and warrants that:
Representations and Warranties of XXXXX Xxxxxx. The WIFIA Lender represents and warrants that:
Representations and Warranties of XXXXX Xxxxxx. Except as set forth in the Xxxxx Xxxxxx Disclosure Schedule, Xxxxx Xxxxxx represents and warrants to Partner and the Company as of the date hereof and as of the Closing Date that:
Representations and Warranties of XXXXX Xxxxxx a) CGM and Agency represent and warrant that each is, and will remain, duly and validly organized, validly existing and in good standing under the laws of the state in which it is organized, with full and proper power and authority to enter into and perform the terms of this Agreement.
b) CGM represents and warrants that it is registered as a broker-dealer under the 1934 Act and a member in good standing of NASD and under the securities laws of each jurisdiction in which such registration is required for the sale of the Contracts. CGM will promptly advise MetLife of any termination or suspension of its broker-dealer registration or NASD membership.
c) Agency represents and warrants that it is duly licensed as an insurance agent in each jurisdiction in which licensure is required for the sale of the Contracts. Agency will promptly advise MetLife of any termination or suspension of its insurance license in any such jurisdiction.
d) CGM and Agency each represents and warrants that the person signing on its behalf is properly authorized to execute this Agreement and that this Agreement constitutes a valid and binding contract between it and MetLife, enforceable in accordance with its terms.
Representations and Warranties of XXXXX Xxxxxx. Except as ---------------------------------------------- disclosed in the Disclosure Schedule, Xxxxx-Xxxxxx represents and warrants to TVN and Newco as of the Execution Date as set forth below.
Representations and Warranties of XXXXX Xxxxxx. The representations and warranties set out in Section 13 (Representations and Warranties of XXXXX Xxxxxx) of the WIFIA Master Agreement shall be made on the WIFIA Loan Agreement Effective Date, mutatis mutandis, for the benefit of the Borrower as if set out in this Agreement in full (and as if each reference therein to any “WIFIA Loan” were a reference to the WIFIA Loan (as such term is defined in this Agreement)).
Representations and Warranties of XXXXX Xxxxxx. Xxxxx-Xxxxxx hereby represents and warrants to the Selling Parties, as of the date hereof and as of the Closing Date, as follows:
Representations and Warranties of XXXXX Xxxxxx. Xxxxx Xxxxxx represents and warrants to the Agency as of the date of this Agreement and again as of the Closing Date, as follows:
(a) Water Street Agency has good and marketable title to the Water Street Parcel.
(b) Water Street is a duly organized and validly existing limited liability company organized and existing under the laws of the State of New York and has all requisite power and authority to enter into and perform this Agreement.
(c) Water Street and the persons executing this Agreement on behalf of Water Street have performed all necessary acts to permit execution of this Agreement and to grant authority to the person executing this Agreement to do so.
(d) To Water Street’s actual knowledge there is no action, suit or proceeding pending or to the best of Water Street’s knowledge threatened which would impair Water Street’s obligations to perform under this Agreement.
(e) Neither the entering into of this Agreement nor the consummation of the Exchange and conveyance of the Exchange Parcel to the Agency, has or will constitute a violation or breach of any of the terms of any contract or other instrument to which Water Street is a party or to which Water Street is subject.
(f) To the best of Water Street’s knowledge, without inquiry, no portion of the Exchange Property contains any Hazardous Substances under Applicable Laws or which may require any cleanup, remediation or other corrective action pursuant to such Applicable Laws.
(g) To the best of Water Street’s knowledge, no notice by any governmental or other public authority has been served upon Water Street, or anyone on Water Street’s behalf, relating to a violation of any applicable housing, building, safety, fire, or other law, ordinance, rule or regulation.
Representations and Warranties of XXXXX Xxxxxx. The TIFIA Lender hereby makes the following representations and warranties as of the Effective Date.
