Common use of Representations and Warrants Clause in Contracts

Representations and Warrants. In order to induce Lenders and Agent to enter into this Amendment and to amend the Loan Agreement in the manner provided herein, Borrower represents and warrants to each Lender and Agent that the following statements are true, correct and complete: (a) Borrower has the power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Loan Agreement (as amended by this Amendment the "Amended Agreement"). (b) The execution and deliver of this Amendment and the performance of the Amended Agreement have been authorized by all necessary action on the part of Borrower. (c) The execution and delivery by Borrower of this Amendment and the performance by Borrower of the Amended Agreement and the use of proceeds thereunder (i) do not violate any Requirement of Law or Contractual Obligation of Borrower, (ii) will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any Requirement of Law or Contractual Obligation of Borrower and (iii) do not require the consent of any third party. (d) This Amendment and the Amended Agreement have been duly executed and delivered by Borrower and are the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (e) The representations and warranties contained in Section 3 of the Loan Agreement are and will be true, correct and complete in all material respects on and as of the effective date described in Section 2 to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. (f) After giving effect to this Amendment, no event has occurred and is continuing or will result from the consummation of the transactions described in or otherwise contemplated by this Amendment that would constitute a Default or an Event of Default. (g) The Declaration of Trust, By-Laws and other organizational documents of Borrower have not been amended since March 3, 1997, and the copies thereof delivered to Lenders under the Loan Agreement are true, correct and complete copies thereof as in effect on the effective date described in Section 2.

Representations and Warrants. In order to induce Lenders and Agent to enter into this Amendment and to amend the Loan Agreement in the manner provided herein, 3.1. The Borrower hereby represents and warrants that: (a) the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada, United States of America and has full power, authority and legal right to each Lender own its assets and Agent that to transact its business and to execute, deliver and perform this Agreement and the following statements Note, and has taken all necessary corporate and legal action to authorize the execution, delivery and performance of this Agreement and the Note and the borrowing hereunder on the terms and conditions hereof; (b) this Agreement and the Note constitute legal, valid and binding obligations of the Borrower enforceable against it in accordance with its terms; (c) the execution, delivery and performance by the Borrower of this Agreement and the Note will not violate the charter, by-laws or other corporate rules of the Borrower or any provision of law or regulation or any judgment, order or decree of any court, arbitrator or governmental authority or of any agreement of any nature whatsoever, binding upon the Borrower and its assets; (d) all consents and exemptions required in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the Note have been obtained and are truein full force and effect; and (e) the execution, correct delivery and completeperformance by the Borrower of this Agreement and the Note constitute private and commercial acts rather than governmental and public acts. 3.2. If: (a) the Borrower has fails to pay when due any amount due by it under this Agreement or the power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Loan Agreement (as amended by this Amendment the "Amended Agreement"). Note; or (b) The execution and deliver the Borrower fails to make any payment on any pecuniary obligation (other than this Agreement) of this Amendment and any nature whatsoever (including contingent obligations), or defaults in the performance of any agreement under which any such obligation is created if the Amended Agreement have been authorized by all necessary action effect of such default is to cause such obligation or to permit the holder or holders of such obligation or a trustee or trustees on behalf of the part of Borrower.holder or holders to declare such obligation, due prior to its normal maturity; or (c) The the Borrower becomes insolvent or unable to pay its debts as they mature, or consents to the appointment of a trustee, intervener or receiver for it or for all or a substantial part of its property, or any such trustee, intervener or receiver is appointed; or (d) bankruptcy, dissolution, reorganization, intervention, arrangement or liquidation proceedings (or similar proceedings analogous in purpose or effect) are instituted by or against the Borrower; or (e) a warrant of attachment or execution and delivery by Borrower of this Amendment and the performance by Borrower or similar process against any substantial part of the Amended assets of the Borrower is issued; or (f) any representation or warranty made by the Borrower in this Agreement proves to have been incorrect; or (g) any consent or exemption referred to in this Agreement is revoked or terminated or fails to be issued or ceases to be in full force and effect; or (h) in the opinion of the Lender, there occurs an impairment of the financial condition of the Borrower, then, and in any such event, the Lender may, by notice of default given to the Borrower, declare the outstanding amount under this Agreement and the use of proceeds thereunder (i) do not violate any Requirement of Law Note to be immediately due and payable without presentment, demand, protest or Contractual Obligation of Borrower, (ii) will not result in, or require, the creation or imposition other notice of any Lien on any kind, all of its properties or revenues pursuant to any Requirement of Law or Contractual Obligation of Borrower and (iii) do not require which are hereby expressly waived by the consent of any third partyBorrower. (d) This Amendment and the Amended Agreement have been duly executed and delivered by Borrower and are the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (e) The representations and warranties contained in Section 3 of the Loan Agreement are and will be true, correct and complete in all material respects on and as of the effective date described in Section 2 to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. (f) After giving effect to this Amendment, no event has occurred and is continuing or will result from the consummation of the transactions described in or otherwise contemplated by this Amendment that would constitute a Default or an Event of Default. (g) The Declaration of Trust, By-Laws and other organizational documents of Borrower have not been amended since March 3, 1997, and the copies thereof delivered to Lenders under the Loan Agreement are true, correct and complete copies thereof as in effect on the effective date described in Section 2.

Representations and Warrants. In order to induce Lenders and Agent to enter into this Amendment and to amend the Loan Agreement in the manner provided herein, Borrower 9.1. The Company represents and warrants to each Lender and Agent that the following statements Contracts are true, correct and complete: (a) Borrower has the power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Loan Agreement (as amended by this Amendment the "Amended Agreement"). (b) The execution and deliver of this Amendment and the performance of the Amended Agreement have been authorized by all necessary action on the part of Borrower. (c) The execution and delivery by Borrower of this Amendment and the performance by Borrower of the Amended Agreement and the use of proceeds thereunder (i) do not violate any Requirement of Law or Contractual Obligation of Borrower, (ii) will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any Requirement of Law or Contractual Obligation of Borrower and (iii) do not require the consent of any third party. (d) This Amendment and the Amended Agreement have been duly executed and delivered by Borrower and are the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (e) The representations and warranties contained in Section 3 of the Loan Agreement are and will be true, correct registered under the 1933 Act; or that the Contracts are not registered in proper reliance on an exemption from registration under the 1933 Act; that the Contracts will be issued and complete sold in compliance in all material respects on with all applicable Federal and as State laws and that the sale of the effective date described in Section 2 to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete Contracts shall comply in all material respects on with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under Section 508A.1 of such earlier datethe Iowa Insurance Code and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or that the Company will not register the Account in proper reliance upon an exclusion from registration under the 1940 Xxx. (f) After giving effect 9.2. The Fund represents and warrants that Fund shares sold pursuant to this AmendmentAgreement shall be registered under the 1933 Act, no event has occurred duly authorized for issuance and sold in compliance with all applicable federal and state securities laws and that the Fund is continuing or will result from and shall remain registered under the consummation 1940 Act. 9.3. The Fund represents that it intends to qualify as a Regulated Investment Company under Subchapter M of the transactions described Internal Revenue Code of 1986 ("the Code"), as amended, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in or otherwise contemplated by this Amendment that would constitute a Default or an Event of Defaultthe future. 9.4. The Company represents that the Contracts are currently treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 9.5. The Fund represents that each Plan adopted under Rule 12b-1 under the 1940 Act to finance distribution expenses of Class 2 shares of the Fund has been approved by a vote or a majority of the Trustees of the Fund who are not "interested persons" (gas defined in the 1940 Xxx) xx the Fund or the Adviser. 9.6. The Declaration Fund and the Adviser each represent and warrant that all of Trusttheir respective Trustees, By-Laws directors, officers, employees, investment advisers, and other organizational documents individual/entities dealing with the money and/or securities of Borrower have the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not been amended since March 3, 1997, less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and the copies thereof delivered to Lenders under the Loan Agreement are true, correct embezzlement and complete copies thereof as in effect on the effective date described in Section 2shall be issued by a reputable bonding company.

Representations and Warrants. In order to induce Lenders and Agent to enter into this Amendment and to amend the Loan Agreement in the manner provided herein, 3.1. The Borrower hereby represents and warrants that: (a) the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada, United States of America, and has full power, authority and legal right to each Lender own its assets and Agent that to transact its business and to execute, deliver and perform this Agreement and the following statements Note, and has taken all necessary corporate and legal action to authorize the execution, delivery and performance of this Agreement, the Note and the borrowing hereunder on the terms and conditions hereof; (b) this Agreement and the Note constitute legal, valid and binding obligations of the Borrower enforceable against it in accordance with its terms; (c) the execution, delivery and performance by the Borrower of this Agreement and the Note will not violate the charter, by-laws or other corporate rules of the Borrower or any provision of law or regulation or any judgment, order or decree of any court, arbitrator or governmental authority or of any agreement of any nature whatsoever, binding upon the Borrower and its assets; (d) all consents and exemptions required in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the Note have been obtained and are truein full force and effect; and (e) the execution, correct delivery and completeperformance by the Borrower of this Agreement and the Note constitute private and commercial acts rather than governmental and public acts. 3.2. If: (a) the Borrower has fails to pay when due any amount due by it under this Agreement or the power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Loan Agreement (as amended by this Amendment the "Amended Agreement"). Note; or (b) The execution and deliver the Borrower fails to make any payment on any pecuniary obligation (other than this Agreement) of this Amendment and any nature whatsoever (including contingent obligations), or defaults in the performance of any agreement under which any such obligation is created if the Amended Agreement have been authorized by all necessary action effect of such default is to cause such obligation or to permit the holder or holders of such obligation or a trustee or trustees on behalf of the part of Borrower.holder or holders to declare such obligation, due prior to its normal maturity; or (c) The the Borrower becomes insolvent or unable to pay its debts as they mature, or consents to the appointment of a trustee, intervening party or receiver for it or for all or a substantial part of its property, or any such trustee, intervening party or receiver is appointed; or (d) bankruptcy, dissolution, reorganization, intervention, arrangement or liquidation proceedings (or similar proceedings analogous in purpose or effect) are instituted by or against the Borrower; or (e) a warrant of attachment or execution and delivery by Borrower of this Amendment and the performance by Borrower or similar process against any substantial part of the Amended assets of the Borrower is issued; or (f) any representation or warranty made by the Borrower in this Agreement proves to have been incorrect; or (g) any consent or exemption referred to in this Agreement is revoked or terminated or fails to be issued or ceases to be in full force and effect; or (h) in the opinion of the Lender, there occurs an impairment of the financial condition of the Borrower, then, and in any such event, the Lender may, by notice of default given to the Borrower, declare the outstanding amount under this Agreement and the use of proceeds thereunder (i) do not violate any Requirement of Law Note to be immediately due and payable without presentment, demand, protest or Contractual Obligation of Borrower, (ii) will not result in, or require, the creation or imposition other notice of any Lien on any kind, all of its properties or revenues pursuant to any Requirement of Law or Contractual Obligation of Borrower and (iii) do not require which are hereby expressly waived by the consent of any third partyBorrower. (d) This Amendment and the Amended Agreement have been duly executed and delivered by Borrower and are the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (e) The representations and warranties contained in Section 3 of the Loan Agreement are and will be true, correct and complete in all material respects on and as of the effective date described in Section 2 to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. (f) After giving effect to this Amendment, no event has occurred and is continuing or will result from the consummation of the transactions described in or otherwise contemplated by this Amendment that would constitute a Default or an Event of Default. (g) The Declaration of Trust, By-Laws and other organizational documents of Borrower have not been amended since March 3, 1997, and the copies thereof delivered to Lenders under the Loan Agreement are true, correct and complete copies thereof as in effect on the effective date described in Section 2.

Representations and Warrants. In order 5.1 Stellar hereby represents and warrants to induce Lenders and Agent in favour of Xxxxxx as follows: a) Stellar is a corporation duly incorporated validly subsisting under the laws of the Province of Ontario, Canada and has the corporate power to enter into this Amendment License Agreement and to amend perform its obligations hereunder; Xxxxxx License December 06 b) This License Agreement has been duly authorized, executed and delivered by Stellar and is a legal, valid and binding obligation of Stellar; c) Stellar has obtained all requisite and necessary consents and approvals to enter into this License Agreement and has the Loan right to enter into this License Agreement and to grant to Xxxxxx the licensing arrangements outlined herein; d) As of the Effective Date (i) to the best of Stellar’s knowledge, the development, distribution, marketing, promotion, or sale of the Products in the manner provided hereinTerritory or the use or practice of the Methods and Technical Know-How does not infringe any intellectual property or patent right owned or licensed by any third party and (ii) Stellar is the sole owner of the Patents, Borrower Proprietary Marks, Products and the Methods and Technical Know-How, and (iii) Stellar has not granted any other licences or rights of any kind in the Products or the Patents, Proprietary Marks, Methods and Technical Know-How to any third party for the Territory which remain in effect; and e) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, STELLAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. 5.2 Xxxxxx hereby represents and warrants to each Lender and Agent that the following statements are true, correct and completein favor of Stellar as follows: (a) Borrower Xxxxxx is a corporation duly incorporated validly subsisting under the laws of the State of Delaware, and has the corporate power and authority to enter into this Amendment License Agreement and to carry out the transactions contemplated by, and perform its obligations under, the Loan Agreement (as amended by this Amendment the "Amended Agreement").hereunder; (b) The execution and deliver of this Amendment and the performance of the Amended License Agreement have been authorized by all necessary action on the part of Borrower. (c) The execution and delivery by Borrower of this Amendment and the performance by Borrower of the Amended Agreement and the use of proceeds thereunder (i) do not violate any Requirement of Law or Contractual Obligation of Borrower, (ii) will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any Requirement of Law or Contractual Obligation of Borrower and (iii) do not require the consent of any third party. (d) This Amendment and the Amended Agreement have has each been duly authorized, executed and delivered by Borrower Xxxxxx and are the legally is a legal, valid and binding obligation of Xxxxxx; c) Xxxxxx has obtained all requisite and necessary approvals and consents to enter into this License Agreement and has the right to perform all its obligations of Borrowerunder this License Agreement; and d) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.2 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, enforceable against Borrower in accordance with their respective termsXXXXXX MAKES NO OTHER WARRANTY, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generallyEXPRESS OR IMPLIED. (e) The representations and warranties contained in Section 3 of the Loan Agreement are and will be true, correct and complete in all material respects on and as of the effective date described in Section 2 to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. (f) After giving effect to this Amendment, no event has occurred and is continuing or will result from the consummation of the transactions described in or otherwise contemplated by this Amendment that would constitute a Default or an Event of Default. (g) The Declaration of Trust, By-Laws and other organizational documents of Borrower have not been amended since March 3, 1997, and the copies thereof delivered to Lenders under the Loan Agreement are true, correct and complete copies thereof as in effect on the effective date described in Section 2.