Representations of Each Party. Each party represents and warrants that:
(i) it is authorized to enter into this Agreement and each Activity hereunder and to perform its respective Obligations hereunder;
(ii) the Agreement is legal, valid, binding and enforceable against it, except as enforceability may be limited by bankruptcy, moratorium on payment of debt or other laws affecting the rights of creditors generally; and
(iii) the person who is executing this Agreement on its behalf is duly authorized to sign this Agreement in its name.
Representations of Each Party. All representations, warranties and/or certifications that were made by the Trust to BISYS, or by BISYS to the Trust, as of the date of the Agreement are made as of the date hereof by Access Trust to BISYS, or by BISYS to Access Trust, as the case may be under the Agreement.
Representations of Each Party. Each Party hereby represents that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing:
(a) the Party is validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates;
(b) the Party has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of the Party, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); and
(c) neither the execution and delivery of this Agreement by the Party, nor the consummation by the Party of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: any applicable charter, certificate of incorporation, bylaws, operating agreement and/or similar organizational documents of the Party, each as amended to date; any agreement or commitment to which the Party is a party or by which the Party or any of its properties is bound or to which the Party or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority.
Representations of Each Party. Each party represents and warrants that (i) the execution, delivery and performance of this Amendment by such party have been duly authorized by all necessary corporate action and (ii) this Amendment constitutes a valid and binding agreement of such party.
Representations of Each Party. Each party hereto represents and warrants to the other that (i) it has the power to execute and deliver this Lending Agreement, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (ii) it has taken all necessary action to authorize such execution, delivery, and performance; (iii) this Lending Agreement constitutes a legal, valid, and binding obligation enforceable against it; and (iv) the execution, delivery, and performance by it of this Lending Agreement shall at all times comply with all applicable laws and regulations.
Representations of Each Party. Each Party hereby represents and warrants to each other Party as follows:
(a) Such Party has full power and authority to enter into this Agreement and the other Transaction Agreements and to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. If an entity, such entity has been duly organized under the applicable laws of its jurisdiction of organization. The execution and delivery of this Agreement and the other Transaction Agreements and the performance by such Party of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of such Party, including, if an entity, all necessary action of its equityholders and its directors or comparable governing body. Each of this Agreement and the other Transaction Agreements is a valid and binding obligation of such Party, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization, receivership, moratorium, and other similar laws affecting the rights and remedies of creditors generally and to the general principles of equity.
(b) Except as disclosed in any Transaction Agreement or the applicable schedule thereto, neither the execution, delivery or performance of this Agreement and the other Transaction Agreements nor the consummation of the transactions contemplated hereby and thereby, with or without the giving of notice or passage of time, or both, will violate, or result in any breach of, or constitute a default under, or result in the imposition of any encumbrance upon any asset of such Party pursuant to any provision of its charter, bylaws or other charter or governing instrument or agreement, or any statute, rule or regulation, or other agreement, document or instrument by which the Company is bound or to which it or any of its properties are subject.
(c) Except as disclosed in any Transaction Agreement or the applicable schedule thereto, there is no litigation or governmental proceeding or investigation pending or, to the knowledge of such Party, threatened against such Party in respect of the transactions contemplated by this Agreement and the Transaction Agreements.
(d) Except as disclosed in any Transaction Agreement or the applicable schedule thereto, no person has or will have, as a result of the transactions contemplated by this ...
Representations of Each Party. The representations and warranties set forth in Articles 26.1 and 26.2 shall continue in full force and effect for the term of this Agreement.
Representations of Each Party. Each party hereby represents and warrants to and in a favour of the other parties that:
(a) it has been duly incorporated and is a validly subsisting corporation under the laws of its jurisdiction of incorporation and is duly qualified to carry on business in the Northwest Territories and to hold an interest in the Property;
(b) it has duly obtained all governmental, corporate and other authorizations necessary to its execution and delivery of this Agreement and performance of its obligations hereunder and the consummation of the transactions herein contemplated will not, with the giving of notice or the passage of time, or both, result in any breach of, constitute a default under, or result in the creation of any encumbrance under, the terms or provisions of any law applicable to it, its constating documents, any shareholders’ or directors’ resolution or any indenture, agreement or other instrument whatsoever to which it is a party or to which it may be subject;
(c) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or its subjection to any other laws governing the affairs of bankrupt or insolvent Persons;
(d) this Agreement has been duly executed and delivered by it and is validly binding and enforceable against it under the laws of Ontario and the Northwest Territories in accordance with its terms; and
(e) all representations and warranties given or made by it in the Letter Agreement are hereby confirmed as being in full force and effect as if given or made expressly in this Agreement.
Representations of Each Party. Each party hereto represents and warrants (each as to itself only) to each of the other parties as of the Closing Date as follows:
(i) Such party has the power, authority and legal right to execute and deliver this Novation and to perform its obligations hereunder, such execution, delivery and performance have been authorized by all necessary corporate and other action of such party and this Novation constitutes the legal, valid and binding agreement of such party, enforceable in accordance with its terms except as limited by bankruptcy, insolvency, moratorium, reorganization, receivership, fraudulent conveyance or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights and remedies generally from time to time in effect, regardless of whether such enforceability is considered in a proceeding at equity or at law.
(ii) All governmental and other licenses, approvals and consents that may be necessary for such party to enter into this Novation have been obtained and are in full force and effect.
(iii) The execution, delivery and performance of this Novation by such party will not contravene or violate any provision of any law, rule, regulation or order binding on such party or any of its organizational documents and will not contravene the provisions of, or constitute a default under, any contract or other instrument binding upon such party.
Representations of Each Party. Each Party represents and warrants to each other Party at the times set out in Clause 16.4 (Times when representations made) by reference to the facts and circumstances then existing on that date:
(a) it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation;
(b) it has the power to own its assets and carry on its business as it is being, and is proposed to be, conducted;
(c) the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable on it, subject to any applicable Legal Reservations;
(d) as far as it is aware, the entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with any law or regulation applicable to it or its constitutional documents;
(e) it, and, if applicable, the duly authorised attorney acting on its behalf, has the power, authority and legal capacity to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Agreement and (subject to the fulfilment of the conditions to the implementation and consummation of the Restructuring specified in the Restructuring Term Sheet or any other Restructuring Document) the transactions contemplated by this Agreement; and
(f) it has the corporate capacity and authority to execute the Agreement through electronic means and there are no restrictions for doing so in that Party’s constitutive documents.
