Representations by Manager Sample Clauses

Representations by Manager. The Manager represents and warrant that (a) it has all requisite authority to carry out its obligations hereunder, (b) the terms of the Agreement do not conflict with any obligation by which the Manager is bound, whether arising by contract, operation of law or otherwise, (c) this Agreement has been duly authorized by appropriate corporate action, (d) it will at all times during the term of this Agreement have all authorizations, registrations, licenses, permits, consents and approvals, if any, from the regulatory authorities having jurisdiction over its activities required to execute, deliver and perform its obligations under this Agreement and the transactions contemplated hereby and (e) it will notify the Company in the event of any change of control in the Manager.
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Representations by Manager. Manager makes the following representations as the basis for its undertakings under this Agreement:
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Representations by Manager. Manager represents and warrants that (i) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate actions on the part of Manager, none of which actions have been modified or rescinded, and all of which actions are in full force and effect, (ii) this Agreement constitutes a valid and binding obligation of Manager, enforceable against Manager in accordance with its terms, (iii) Manager has not assigned its interest under the Management Agreement and currently manages and operates the Inn pursuant thereto, (iv) the Management Agreement is in full force and effect, represents the entire agreement of Manager and the Assignor with respect to the Inn, and has not been modified, supplemented or amended in any respect, (v) to Manager’s knowledge as of December 20, 2002, no event has occurred and is continuing which entitles Manager to terminate the Management Agreement, (vi) to Manager’s knowledge as of December 20, 2002, no Event of Default has occurred and is continuing under the Management Agreement and, to Manager’s knowledge as of December 20, 2002, no circumstances exist which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default or otherwise entitle Manager to terminate the Management Agreement, (vii) all management fees due and payable to Manager under the Management Agreement, including the Base Management Fee, Residence Inn System Fee and Incentive Management Fee, if any, have been paid through November 29, 2002, and (viii) as of the date hereof, the current balance of the Reserve established by Manager under Section 5.02 of the Management Agreement is $421,068.47. The phrase “to Manager’s knowledge” used herein in this Section 7 shall be limited to mean the actual knowledge of (i) Pxxxx Xxxxxxxxx, General Manager of the Inn, and (ii) Cxxxxxxxxxx Xxxxxx, Vice President for Global Asset Management, Lodging Finance and Business Development for Marriott International, Inc., without any independent investigation or inquiry therein.
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Representations by Manager. The Manager represents to the Association that it is experienced in the management of common interest communities in Connecticut and is registered as a “community association manager” under the provisions of the Manager Registration Act, having a Registration No. .
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Representations by Manager. By execution of the Agreement, Manager represents and confirms that Manager is registered as an investment adviser under the Advisers Act.
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Representations by Manager. The Manager represents and warrants that: (a) it has all requisite authority to execute this Agreement; (b) the terms of the Agreement do not conflict with any obligation by which the Manager is bound, whether arising by contract, operation of law or otherwise; (c) it has made, obtained and performed all other registrations, filings, approvals, authorizations, consents, licenses or examinations required by any government or governmental or quasi-governmental authority, domestic or foreign, or required by any other person, corporation or other entity in order to execute, deliver and perform this Agreement and to be an investment manager; and (d) since the date of the Manager’s Form ADV, Part II, delivered to the Client by the Manager, there has not been, occurred or arisen any material adverse change in the financial condition of the business of the Manager or any event, condition or state or facts which materially and adversely affects, or to its knowledge threatens to materially and adversely affect, the business or financial condition of the Manager.
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Representations by Manager. Manager represents and confirms that it is registered as an investment advisor under the Investment Advisors Act of 1940.
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Representations by Manager 
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Related to Representations by Manager

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date:

  • Representations by Buyer Buyer represents and warrants to, and covenants with, Seller as follows:

  • Representations by Company Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.

  • REPRESENTATIONS BY THE COMPANY 3.1 The Company represents and warrants to the Subscriber that:

  • REPRESENTATIONS BY AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Subscriber that:

  • Representations and Warranties by the Manager The Manager represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and each Date of Delivery, if any, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Partners A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) if five percent (5%) or more (by value) of the Partnership’s interests are or will be owned by such Partner within the meaning of Code Section 7704(d)(3), such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) stock of any corporation that is a tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member or (b) an interest in the assets or net profits of any non-corporate tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture, or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, a Partner that is an individual shall not be subject to the ownership restrictions set forth in clause (ii) of the immediately preceding sentence to the extent such Partner obtains the written Consent of the General Partner prior to violating any such restrictions. Each Partner that is an individual shall also represent and warrant to the Partnership that such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e).

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

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