Representations and Warranties Regarding Capital Senior Sample Clauses

Representations and Warranties Regarding Capital Senior. Capital Senior hereby represents and warrants to the Lxxxxx Released Parties as follows: Capital Senior is a duly organized, validly existing corporation in good standing under the laws of the State of Texas; Capital Senior has the power and authority to execute, deliver, and perform its obligations under this Agreement and the Transaction Documents; the execution, delivery, and performance of this Agreement and each Transaction Document to which it is a party has been consented to and approved in accordance with its Certificate of Incorporation and Bylaws; the execution and delivery of this Agreement by Capital Senior, the consummation of the transactions contemplated herein by Capital Senior, and the performance of the covenants and agreements of Capital Senior herein or in any Transaction Document, will not, with or without the giving of notice or the lapse of time, or both, (i) violate or conflict with any of the provisions of its Certificate of Incorporation or Bylaws, (ii) violate, conflict with or result in a breach or default under or cause termination of any term or condition of any mortgage, indenture, contract, license, permit, lease, instrument, trust document, or other agreement, document or instrument to which Capital Senior is a party or by which Capital Senior or any of its properties may be bound, or (iii) violate any provision of law, statute, rule, regulation, court order, writ, judgment, injunction, determination, award or decree, or ruling of any governmental authority, to which Capital Senior is a party or by which Capital Senior or its properties may be bound, where such violation in (i), (ii) or (iii) would cause any Transaction Document or this Agreement to be invalid or unenforceable; no consent or approval is required for the execution hereof or any Transaction Document by Capital Senior or the consummation of any of the transactions contemplated herein or in any Transaction Document by Capital Senior; and the Agreement and each Transaction Document to which Capital Senior is a party constitutes a valid and legally binding obligation of Capital Senior and is enforceable against Capital Senior in accordance with its terms.
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Related to Representations and Warranties Regarding Capital Senior

  • 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 ACQUIROR Acquiror represents and warrants to the Company as follows:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties Regarding Each Contract Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

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

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of the Borrower The Borrower represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

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