REPRESENTATIONS OF THE OWNERS Sample Clauses

REPRESENTATIONS OF THE OWNERS. Each Owner hereby represents and warrants as to itself only to the other Parties as of the date this Agreement is executed and as of each Closing Date as follows:
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REPRESENTATIONS OF THE OWNERS. 3.1 Each Owner severally represents and warrants that: (i) he was legally entitled to hold the PML(s) until their Formal Registration to the Purchaser; (ii) the Owner was at the time of each transfer to the Purchaser of the Owner’s interest in each PML(s), the recorded holder and beneficial owner of the PML(s) free and clear of all liens, charges and claims of others and no taxes or rentals are or will be due in respect of any of the PML(s); (iii) the PML(s) have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the PML(s) is/are situate and are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof and at the date of Formal Registration to the Purchaser; (iv) there are not any adverse claims or challenges against or to the ownership of or title to any of the PML(s) nor to the knowledge of the Owner is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the PML(s) or any portion thereof, and no person has any royalty or other interest whatsoever in production from the PML(s). (v) the Owner has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and is of full age of majority, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Owner is bound or to which it the PML(s) may be subject; (vi) this Agreement has been duly executed and delivered by the Owner and constitutes legal, valid and binding obligations of the Owner enforceable against the Owner; and (vii) the Owner agrees to cooperate and provide consultation based on his existing working knowledge and experience of the property in behalf of the Purchaser and their geological representatives to expedite their assessment and progress on the property for up to 120 days from the execution of this agreement. (viii) the Owner assumes all liabilities existing within the PMLs up to and including the date of Transfer of the properties to the Purchaser. (ix) the Owner agrees to deliver all the assets and equipment that exist at or in the PML, as listed on Schedule B, up to and including the date of Transfer of the pr...
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REPRESENTATIONS OF THE OWNERS. The Owner hereby represents and warrants to the Authority, Trustee, CRE and BTM that: (a) Owner is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and is in compliance with all legal requirements applicable to doing business in the Commonwealth of Puerto Rico and is under no legal disability. Owner is not a "foreign person" within the meaning of ' 1445(f)(3) of the Internal Revenue Code. The Owner has complied with all material filing, registration and local laws applicable to it insofar as such laws relate to the Owner carrying on its business as now being conducted in the Commonwealth of Puerto Rico. The Owner has no operations, assets or activities other than the ownership and operation of the Hotel and has no Debts other than (i) the obligations under the Reimbursement Agreement and the other L/C Documents, as assigned and amended hereby, (ii) indebtedness to GDB which is outstanding in the aggregate principal amount of $25,000,000, (iii) indebtedness to partners of the Owner and their Affiliates as shown on the June 30, 1998 financial statement of the Owner, a copy of which has been delivered by the Owner to CRE (the "June Financial Statement" and indebtedness to Xxxxxxx de Puerto Rico Associates, Incorporated incurred on the date hereof in an aggregate principal amount not to exceed $35,000,000, all of which indebtedness is subordinate to the obligations of the Owner under the Reimbursement Agreement and the other L/C Documents, as assigned and assumed hereby, (iv) certain equipment leases and equipment financings as shown on the June Financial Statement, (v) indebtedness to the Tourism Development Company secured by certain slot machines, in an aggregate principal amount of less than $1,000,000, and (vi) such debts as occur in the ordinary course of business. (b) The partners of the Owner and their respective interests are as follows: (1) WKA El Con Associates, General 15% a New York general partnership (2) WKA El Con Associates, Limited 35% a New York general partnership (3) Conquistador Holding, General 15% Inc., a Delaware corporation (4) Conquistador Holding, Limited 35% Inc., a Delaware corporation (c) WKA El Con Associates, a general partner and limited partner of the Owner, is a general partnership duly organized and validly existing under the laws of the State of New York and is under no legal disability. Owner is not a "foreign person" within the meaning of '1445(f)(3) of t...
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REPRESENTATIONS OF THE OWNERS. Each Owner, severally and not jointly, represents and warrants to Buyer that the statements contained in this Article V with respect to such Owner are true and correct as of the date hereof. Notwithstanding anything to the contrary herein, (1) the representations and warranties set forth in this Article V are made for the purpose of allocating contractual risk between the Parties hereto and shall not constitute or be deemed to be an admission of fact to any third party concerning any item set forth herein and (2) the use and meaning of the term “material” (and variations thereof) herein may be different from the use and meaning of such term under applicable securities laws.
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REPRESENTATIONS OF THE OWNERS. Section 3.1 Execution and
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REPRESENTATIONS OF THE OWNERS. A. Each of the Owners, severally and only with respect to such Owner and not with respect to the other Owner, represents and warrants to and with the Purchaser and Paradise as follows as of the Effective Date:
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REPRESENTATIONS OF THE OWNERS. (a) Subject to Section 10.1 (b) each representation and warranty individually, and all of the representations and warranties taken together, of the Owners contained in this Agreement, the Ancillary Agreements or in any written statement, document or certificate delivered by any Owner under or in connection with this Agreement or the Ancillary Agreements shall have been true in all material respects on and as of the date made and shall be true in all material respects on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, except that any representation or warranty made as of a specified date shall be true in all material respects on and as of such date, in each case without giving effect to any advice given by any Owner under Section 7.5. (b) Each representation and warranty of the Owners contained in Sections 4.3 and 6.1 of this Agreement, and each representation and warranty of the Owners contained in this Agreement, the Ancillary Agreements or in any written statement, document or certification delivered by any Owner under or in connection with this Agreement or the Ancillary Agreements that is qualified by materiality, shall have been true in all respects on the date of this Agreement and shall be true in all respects on and as of the Closing Date, except that any such representation or warranty made as of a specified date shall be true in all respects on and as of such date, in each case without giving effect to any advice given by any Owner under Section 7.5.
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Related to REPRESENTATIONS OF THE OWNERS

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Representations of the Manager The Manager represents, warrants and agrees that: (i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware; (ii) Manager is duly registered as an “investment adviser” under the Investment Advisers Act of 1940 (“Advisers Act”); (iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract. (iv) the execution, delivery and performance of this Agreement are within Manager’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager; (v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof: (i) It is duly organized, validly existing and in good standing under the laws of the State under which it is organized. (ii) The execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated by this Agreement. (iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (iv) This Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. (v) It has the right to enter into this Agreement without the consent of any third party. (vi) It is the holder of the respective Note for its own account in the ordinary course of its business. (vii) It has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation in connection with the consummation of any of the transactions contemplated hereby. (viii) It is a Qualified Transferee.

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations of the Fund The Trust, on behalf of the Fund, represents and warrants that: (i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts; (ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof; (iii) the execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund; (iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and (vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission (“CFTC”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.

  • 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 the Adviser The Adviser represents, warrants and further covenants as follows:

  • REPRESENTATIONS OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement. (b) The Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order. (c) The Advisor shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act, and any other applicable state and/or self-regulatory organization regulations. (d) The Advisor shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with their approval of this Agreement.

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