Representations of the Pledgors Sample Clauses

Representations of the Pledgors. Each Pledgor warrants and represents that (i) there are no restrictions upon the transfer of any of the Pledged Securities owned by such Pledgor, other than as may appear on the face of the certificate(s) and except as arise under applicable federal and state securities laws and regulations, (ii) the Pledged Securities owned by such Pledgor are not subject to any encumbrances, except as arise under applicable federal and state securities laws and regulations and as described or referred to herein, and (iii) such Pledgor has the right to transfer the Pledged Securities owned by such Pledgor free of any encumbrance or obligation and without obtaining the consents of any other persons except as may be required under applicable federal and state securities laws and regulations.
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Representations of the Pledgors. 8.1 The Pledgors represent in favour of the Secured Parties:
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Representations of the Pledgors. Each Pledgor covenants that the Pledged Interests are duly and validly pledged to the Secured Parties in accordance with law and such Pledgor shall warrant and defend the Secured Parties’ right, title and security interest in and to the Pledged Interests against the claims and demands of all persons whomsoever. Each Pledgor represents and warrants to the Secured Parties that such Pledgor has good and marketable title to all the Pledged Interests pledged by it hereunder, free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of every nature whatsoever; that the Pledged Interests are not subject to any restriction on transfer contained in the Declarations of Trust, Certificates of Formation, Limited Liability Company Agreements or any other charter documents of any of the Entities comprising Tenant or in any agreement or instrument to which any of the Entities comprising Tenant or such Pledgor is a party or by which any of the Entities comprising Tenant or such Pledgor is bound which would prohibit or restrict the pledge of the Pledged Interests hereunder or the disposition thereof upon default hereunder; that all of the Pledged Interests have been duly and validly issued and are fully paid for and nonassessable; and that the Pledged Interests constitute all of the presently issued and outstanding shares of the beneficial interests of each of the Entities comprising Tenant.
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Representations of the Pledgors. 2.1. The Pledgors hereby represent and warrant to the Company and the Purchaser Representative as follows:
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Related to Representations of the Pledgors

  • Representations and Warranties of the Pledgors Upon the execution of this Agreement, the Pledgors make to the Pledgee the following representations and warranties and confirm that this Agreement is signed and performed by the Pledgee by them in reliance of such representations and warranties:

  • Representations and Warranties of the Pledgor and Party C As of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that:

  • Representations and Warranties of the Pledgor The Pledgor represents, warrants, and covenants to the Pledgee as follows:

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

  • Representations of the Portfolio The Trust, on behalf of the Portfolio, represents and warrants 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 the Purchasers Each of the Purchasers severally represents and warrants to the Company as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS (a) Each Pledgor represents, warrants and covenants that:

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