Representations of Cre Sample Clauses

Representations of Cre. The recitations stated in this Agreement as to CRE and its related subsidiaries and assets are true and correct. CRE has good and marketable title to the Assets and there are no claims or encumbrances on any of the Assets other than as disclosed herein that would impair CECI's ownership after transfer. The Closing Balance Sheet is complete and correct in all material respects and there are no other liabilities, contingent or otherwise, that exist with respect to the Assets which CECI will assume, or which will otherwise have a material adverse effect with respect to the Assets. Since the date of the Closing Balance Sheet, there has not been any material adverse change with respect to the Assets. All required tax returns due to be filed by Petroleum and its affiliates, and all taxes due in connection therewith have been paid, and no taxing authority, or other governmental authority, has any claim with respect to Resource or Petroleum generally, or the Assets in particular. There is no suit, action or legal, administrative, arbitration or other proceedings or governmental investigation pending to which CRE is a party, or, to the knowledge of CRE, threatened which affects Resource, Petroleum or the Assets other than the litigation brought by Xxxxxxxx X. Xxxxxx against Resource et al previously disclosed to CECI. No consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority or any other person or entity is required to be made or obtained by CRE in connection with the execution, delivery or performance of this Agreement, or the consummation of the transactions. Resource and Petroleum possesses all permits necessary under law or otherwise to own, operate, maintain and use the Assets in the manner in which they are now being owned, operated, maintained and used. None of such permits shown have been, or to the knowledge of CRE, are threatened to be, revoked, canceled, suspended or modified.
Sample 1
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Representations of Cre 
Sample 1

Related to Representations of Cre

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act;

  • Representations of GFS GFS represents and warrants to the Trust that:

  • Representations of the Borrower The Borrower represents and warrants that:

  • 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.

  • Representations of Borrower The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date.

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, [AND (VII) ATTACHES THE FORMS PRESCRIBED BY THE INTERNAL REVENUE SERVICE OF THE UNITED STATES CERTIFYING THAT THE ASSIGNEE IS ENTITLED TO RECEIVE PAYMENTS UNDER THE LOAN DOCUMENTS WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES].** **TO BE INSERTED IF THE ASSIGNEE IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES, OR A STATE THEREOF.

  • Representations of the Portfolio The Trust, on behalf of the Portfolio, represents and warrants that:

  • Representations of the Purchasers Each of the Purchasers severally represents and warrants to the Company as follows:

  • REPRESENTATIONS OF THE TRUST The Trust certifies to Ultimus that: (1) as of the close of business on the Effective Date, each Portfolio that is in existence as of the Effective Date has authorized unlimited shares, and (2) this Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust 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.

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