Representations and Warranties Undertakings Sample Clauses

Representations and Warranties Undertakings. The Complementary Depositor hereby represents and warrants to the Purchaser, as follows: (a) it is a limited liability company duly incorporated and validly existing under the laws of England and Wales and has the capacity (i) to carry on its business, as currently conducted, and to own all of the assets appearing on its balance sheet, except where not having such capacity would not be reasonably likely to result in a Material Adverse Effect, and (ii) to enter into and perform its obligations under this Master Complementary Deposit Agreement; (b) the execution of this Master Complementary Deposit Agreement does not require any authorisation with respect to the Complementary Depositor that has not already been obtained and communicated to the Purchaser, unless in the case of any Governmental Authorisation, the failure to obtain such authorisation would not be reasonably likely to result in a Material Adverse Effect; (c) the execution of this Master Complementary Deposit Agreement and the performance of the obligations under this Master Complementary Deposit Agreement do not contravene any of the provisions of the Complementary Depositor’s articles and memorandum of association, agreements or undertakings to which it is a party or by which it is bound, and do not in any manner contravene the statutes and regulations applicable to it, except in each case, to the extent that no Material Adverse Effect would result from such breach; (d) the obligations arising out of this Master Complementary Deposit Agreement are binding on the Complementary Depositor and enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally; (e) in the event that, in accordance with the provisions of this Master Complementary Deposit Agreement and the General Master Purchase Agreement, the Complementary Deposit is not repaid in full on the Program Expiry Date, the Complementary Depositor shall incur any losses out of its own business, and the Purchaser shall not be liable, in any manner whatsoever, in this respect (except, as the case may be, as provided in article 4.2(b) of the General Master Purchase Agreement); and (f) the constitution of the Complementary Deposit as cash collateral (affectation à titre xx xxxx espèces) in favour of the Purchaser, as set forth in Article 10 below, complies with the Complementary Depositor’s corporate interest and does not exceed its fin...
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Representations and Warranties Undertakings. Each Underwriter hereby represents and warrants, severally and not jointly, in the form of an independent guarantee (selbständiges, verschuldensunabhängiges Garantieversprechen), and agrees, to the other Underwriters that: (1) its Commitment or any allotment of Rump Shares will not result in any violation of any financial responsibility requirements or prudential requirements of any laws, rules or regulations applicable to such Underwriter including applicable rules of any securities exchange; (2) it understands the terms of the securities being offered and the other terms of the Offering. In addition, the information relating to it has been or will be furnished to the Process Bank for use in all versions of the Offer Documents and such information is and will be correct and will not be misleading insofar as it relates to such Underwriter and such Underwriter consents to being named as an Underwriter therein. It hereby agrees, if requested by the Process Bank, to furnish a copy of any amended Offer Document to each person to whom such Underwriter has furnished previously the Offer Documents; (3) it fulfils the requirements of Section 186(5) of the German Stock Corporation Act (Aktiengesetz); (4) it has complied and will comply with the laws of all relevant jurisdictions of the Offering, with the selling restrictions set forth in this Agreement and in Article 5(3) of the Underwriting Agreement and the other undertakings set forth in Article 5(4) of the Underwriting Agreement.
Sample 1Sample 2See All (4)
Representations and Warranties Undertakings. 11.1. Each Party represents and warrants to the other Party as follows: • it is a limited liability company incorporated under the laws of the jurisdiction in which it is incorporated and has been in continuous existence since its incorporation; • it has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under each of this Agreement and the Terms of Business; • its obligations under this Agreement and the Terms of Business are legal, valid and binding on it and enforceable against it in accordance with their terms; • the entry into and performance of this Agreement and the Terms of Business by it does not, and will not, violate in any respect (a) any Applicable Regulations or any authorisation by any government body having jurisdiction over it; or (b) any agreement, contract or other undertaking to which it is a party or which is binding upon it; and • all government and corporate authorisations which are required to be obtained by it from any person (including the Hong Kong Securities and Futures Commission, as applicable) in connection with the execution, validity, performance or enforceability of this Agreement and the Terms of Business have been obtained and are valid and subsisting at the date of this Agreement. 11.2. Each Party shall comply with Applicable Regulations and shall inform the other Party if its regulatory status changes at any time. 11.3. Each of the Parties agrees from time to time to perform at its own costs (or procure the performance of) all further acts and things and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by applicable law or as may be necessary or reasonably required by, and in a form satisfactory to, the other Parties to implement and give effect to this Agreement and the transactions contemplated herein for the purpose of vesting in and securing to such Parties the full benefit of this Agreement (including the execution of all deeds and documents, procuring the convening of all meetings, the giving of all necessary waivers and consents and the passing of all resolutions and otherwise exercising all powers and rights available to them). 11.4. The Company shall promptly inform XHK of any complaints of any of its Clients with respect to the Services.
Sample 1Sample 2Sample 3
Representations and Warranties Undertakings. (a) MidCo makes the representation and warranty set out in paragraph (6) (Holding Company) of Part A (Representations) of Schedule 4 (Representations, Undertakings and Events of Default); MidCo and the Company make the representations and warranties set out in paragraphs (2) (Power and authority) and (4) (Obligations binding) of Part A (Representations) of Schedule 4 (Representations, Undertakings and Events of Default); and the Company makes the representations and warranties set out in paragraphs (1) (Status), (3) (No conflict), (5) (Validity and Admissibility in Evidence) and (7) (Anti-corruption laws and sanctions) of Part A (Representations) of Schedule 4 (Representations, Undertakings and Events of Default), to each Interim Finance Party on the date of this Agreement, on the date of each Drawdown Request and on the first day of each Interest Period by reference to the facts and circumstances existing at the relevant time. (b) The Company agrees to be bound by the Major Undertakings that it is subject to under the terms of Part B (Undertakings) of Schedule 4 (Representations, Undertakings and Events of Default). (c) The Company shall notify the Interim Facility Agent of any Major Event of Default (and the steps, if any, being taken to remedy it) upon becoming aware of its occurrence. (d) The representations and warranties set out in Part A (Representations) of Schedule 4 (Representations, Undertakings and Events of Default) are made subject to, and qualified by, all of the information included in the Reports, the Structure Memorandum, the Acquisition Documents or detailed in any public disclosure on or prior to the date of the Rule 2.7
Sample 1
Representations and Warranties Undertakings. Representations and undertakings shall be included to the extent they relate to matters of fact with respect to title to the assets which are the subject matter of the security or the validity, registration, priority, perfection or maintenance of the relevant type of security in the relevant jurisdiction. Any representations, warranties or undertakings which are required to be included in any Security Document shall not impose additional commercial obligations or otherwise restrict the use of the assets subject to that Transaction Security to a greater extent than provided for in the Debt Documents. Unless otherwise required under applicable law for the creation or perfection of Transaction Security in accordance with these Security Principles, the Security Documents will not contain any repetition of provisions of the other Debt Documents, such as notices, costs and expenses, indemnities, Tax gross up and distribution of proceeds.
Sample 1Sample 2
Representations and Warranties Undertakings. 4.1 Representations and warranties The Grantor represents and warrants that: (a) representations true: each of its representations and warranties contained in the Finance Documents is correct and not misleading when made or repeated; (b) legal and beneficial owner: it is the legal and beneficial owner of or otherwise has sufficient right, interest or power to grant a security interest in the Secured Property; (c) no other interests: (1) no person other than the Secured Party holds or has the benefit of an Encumbrance or other interest in the Secured Property other than under a Disclosed Contract; (2) there is no agreement, filing or registration that would enable another person to obtain a priority over the Security which is inconsistent with the priority contemplated by this deed;
Sample 1
Representations and Warranties Undertakings. 4.1 Each of the representations and warranties contained in clause 19 of the Loan Agreement shall be deemed:
Sample 1
AutoNDA by SimpleDocs
Representations and Warranties Undertakings 
Sample 1Sample 2Sample 3See All (8)

Related to Representations and Warranties Undertakings

  • 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 by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • 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 True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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

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

  • 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:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!