Representations of all Parties Sample Clauses

Representations of all Parties. Each of the Parties represents and warrants that:
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Representations of all Parties. Each Party represents and warrants to the other Parties that (a) such Party is an organization duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business in each jurisdiction it is required to be by applicable law, (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Party and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of such Party or any other party to any other agreement with such Party other than any consents already obtained, (c) this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency or other similar laws relating to the rights of creditors, or by general principles of equity, and (d) no governmental authorization, approval, order, license, permit, franchise or consent, and no registration, declaration or filing with any governmental authority is required on the part of such Party in connection with the execution, delivery or performance of this Agreement.
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Representations of all Parties. Each of AT&T PCS and TWR (as to itself and each other AT&T Party), each other Purchaser (as to itself), each of Mercury I and Mercury II (severally as to itself), each Management Stockholder (severally as to himself, and jointly and severally as to the Company, Mercury I and Mercury II, except that the representations and warranties as to the Company set forth in (x) Section 4.5 are not being made by the Management Stockholders and (y) Sections 4.6 and 4.8 are being made by the Management Stockholders only as of the date hereof and not as of the Closing Date), and the Company (as to itself and each of its Subsidiaries), represents and warrants to each of the other parties that:
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Representations of all Parties. IPG represents and warrants to PAS and P&P, and each of PAS and P&P represents and warrants to IPG, as follows:
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Representations of all Parties. No representation or warranty made by any party herein contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein not misleading.
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Representations of all Parties. The representations and warranties in Sections 13.1.4 and 13.2.4 shall continue in full force and effect for the term of this Agrement.
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Representations of all Parties 
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Related to Representations of all Parties

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Conditions to Obligations of All Parties The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

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