REPRESENTATIONS AND WARRANTIES; OTHER AGREEMENTS Sample Clauses

REPRESENTATIONS AND WARRANTIES; OTHER AGREEMENTS. In order to induce the Agents and the Banks to enter into this Agreement and to make the Loans, MBIA makes the following representations and warranties to the Agents and the Banks, which shall survive the execution and delivery of this Agreement and the making of each Loan:
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REPRESENTATIONS AND WARRANTIES; OTHER AGREEMENTS. (i) Each Releasor (as defined in the applicable Release) hereby represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every Claim (as defined in the applicable Release) which such Releasor has agreed to release pursuant to the applicable Release. Each Releasor represents and warrants that it has not assigned or transferred or purported to assign or transfer, and agrees that it will not assign or transfer, or purport to assign or transfer, to any person, any Claims released therein. Each Releasor shall indemnify, defend and hold harmless the Releasees (as defined in the applicable Release), and each of them, from and against any Claims based upon or arising in connection with any such assignment or transfer. Each Releasor represents that it has not filed any Claims in any jurisdiction against any Releasees regarding or relating to the matters released through the applicable Release. (ii) Each of ITTE and ITT MSG hereby represents and warrants to Cablevision, RGC and GHC that the representations and warranties of each of ITTE and ITT MSG made in the Agreement are true and correct as of the date hereof as though made as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date). Each of Cablevision, RGC and GHC hereby represents and warrants to ITTE and ITT MSG that the representations and warranties of each of Cablevision, RGC and GHC made in the Agreement are true and correct as of the date hereof as though made as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date).
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REPRESENTATIONS AND WARRANTIES; OTHER AGREEMENTS. 29 Section 5.1. Due Organization, Etc 29 Section 5.2. Due Authorization, Etc 29 Section 5.3. Approvals 29 Section 5.4. Enforceability 29 Section 5.5. Pari Passu Obligations 30 Section 5.6. Financial Information, etc. 30 Section 5.7. Litigation 32 Section 5.8. Taxes 32 Section 5.9. Absence of Defaults, etc 32 Section 5.10. Permits 32 Section 5.11. Properties 33 Section 5.12. Compliance with Insurance Law 33 Section 5.13. Covered Portfolio 34 Section 5.14. Investment Company Status 34 Section 5.15. Ownership; Subsidiaries 34 Section 5.16. Legal Form; No Deductions 35 Section 5.17. Choice of Law 35 Section 5.18. Disclosure 35
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REPRESENTATIONS AND WARRANTIES; OTHER AGREEMENTS. In order to induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, the Borrower makes the following representations and warranties to the Administrative Agent and the Lenders, which shall survive the execution and delivery of this Agreement and the making of each Loan:
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REPRESENTATIONS AND WARRANTIES; OTHER AGREEMENTS. Section 5.1 Due Incorporation, Etc................................................................ 21 Section 5.2 Due Authorization, Etc................................................................ 21 Section 5.3 Approvals............................................................................. 21 Section 5.4 Enforceability........................................................................ 21 Section 5.5 Pari Passu Obligations................................................................ 22 Section 5.6 Financial Information, etc............................................................ 22 Section 5.7 Litigation............................................................................ 22 Section 5.8 Taxes................................................................................. 23 Section 5.9 Absence of Defaults, etc.............................................................. 23 Section 5.10 ERISA................................................................................. 23 Section 5.11 Compliance with Insurance Law......................................................... 23 Section 5.12
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REPRESENTATIONS AND WARRANTIES; OTHER AGREEMENTS. Section 5.1 Due Incorporation, Etc. ...........................
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REPRESENTATIONS AND WARRANTIES; OTHER AGREEMENTS 
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Related to REPRESENTATIONS AND WARRANTIES; OTHER AGREEMENTS

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that: (a) The Fund is a “Qualified Purchaser” within the meaning of Investment Company Act of 1940; and (b) The Fund is a “Qualified Eligible Person” as defined in CFTC Rule 4.7, and is either a member of, or exempt from any requirement to become a member of, the National Futures Association, and will maintain and renew such membership or exemption during the term of this Agreement. Further, the Adviser and the Sub-Adviser agree as follows: (c) The Adviser acknowledges that the Sub-Adviser has been authorized to invest in derivatives for the Fund in accordance with the Fund’s investment objective and policies as stated in the Registration Statement. To the extent so authorized, the Adviser agrees that the Sub-Adviser, on the Fund’s behalf, and on such terms as the Sub-Adviser deems appropriate, with prior telephonic or email notice to and in consultation with the Adviser, may take any all such steps as may be required or permitted by the rules and regulations and/or by appropriate market practice to engage in derivatives transactions, including entering into ISDA agreements, clearing agreements, completing documentation, including documentation for clearing facilities, making representations and granting, and providing or executing counterparty documentation and account opening documentation on the Fund’s behalf, on such terms as the Sub-Adviser deems appropriate, in consultation with the Adviser. (d) Further, subject to the limitations under the 1940 Act, the Adviser on request of the Sub-Adviser or the Sub-Adviser may, acting as agent on the Fund’s behalf, agree to a collateral mechanism with counterparties in the market and instruct the custodian to advance cash or securities as collateral to an account designated by the Fund’s custodian and counterparty, broker and/or futures commission merchant (“FCM”) (as applicable) to meet margin/collateral payments if and to the extent required by the rules of exchanges or markets on which such instruments are dealt or as may have been agreed in any master agreement or other contract with a counterparty, including with respect to agency MBS collateral. The Adviser authorizes the Sub-Adviser, to the extent required by regulatory agencies or market practice, to reveal its and/or the Fund’s identity and address to any counterparty, broker or FCM through which or with which financial derivatives and foreign exchange instruments are traded or cleared. The Sub-Adviser may use such clearing firm as it deems appropriate to clear its derivatives transactions. The Adviser covenants that the Fund has full capacity to invest in financial derivatives and foreign exchange instruments. (e) The Sub-Adviser (which is registered with the CFTC as a Commodity Trading Adviser) intends to operate the Fund as an exempt account under CFTC Rule 4.5. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS AGREEMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS AGREEMENT.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.

  • REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the Apartment; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and Apartment and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the said Land, including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the Apartment to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

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