Representations of Warranties Sample Clauses

Representations of Warranties. True as of the Closing 13
Sample 1
Representations of Warranties. (a) Of Diamond. Diamond hereby represents and warrants to Marvel as follows: * Confidential treatment requested-portion has been omitted and filed separately with the Securities and Exchange Commission. (i) Diamond has full corporate power and authority to enter into this Agreement and the other agreements to be entered into by Diamond in connection herewith (the "Diamond Ancillary Agreements") and to perform this Agreement and the Diamond Ancillary Agreements in accordance with their terms. (ii) The execution and performance of this Agreement and the Diamond Ancillary Agreements by Diamond does not violate any other contract or agreement to which Diamond is a party, except for such violations which would not have a material adverse effect on the performance by Diamond hereunder. (iii) Diamond represents and warrants that its and its affiliates' activities hereunder shall be conducted in accordance with all applicable laws and regulations, and, to the best knowledge of Diamond, shall not reflect adversely upon Marvel, its parent corporations or subsidiaries, or their respective officers, directors, employees, agents and shareholders. (b) Of Marvel. Marvel hereby represents and warrants to Diamond as follows: (i) Marvel has full corporate power and authority to enter into this Agreement and the agreements to be entered into in connection herewith (the "Marvel Ancillary Agreements") and to perform this Agreement and the Marvel Ancillary Agreements in accordance with their terms. (ii) The execution and performance of this Agreement and the Marvel Ancillary Agreements by Marvel does not violate any other contract or agreement to which Marvel is a party except for such violations which would not have a material adverse effect on the performance by Marvel hereunder. Marvel represents and warrants to Diamond that the execution and performance of this Agreement and the Ancillary Agreements does not violate any other contract or agreement to which Marvel is a party except for such violations which would not have a material adverse effect on the performance by Marvel of its obligations hereunder. (iii) Marvel represents and warrants that the Products and its and its affiliates activities hereunder and under the Marvel Ancillary Agreements shall be in accordance with all applicable laws and regulations, and to the best knowledge of Marvel, nothing contained in the Products will be libelous, slanderous, invade any right of privacy or constitute any violation of any co...
Sample 1
Representations of Warranties. Borrower represents and warrants to the Agent and the Lenders that: (a) Borrower has all necessary power and has taken all corporate action necessary to enter into this Amendment and to make this Amendment and all other agreements and instruments to which it is a party executed in connection herewith, the valid and enforceable obligations they purport to be. (b) No Event of Default under the Loan Agreement has occurred and remains continuing.
Sample 1
Representations of Warranties. KI represents and warrants to the Client regarding the scope of work to be performed as follows: 3.1 Privacy Communications with and through KI will be, in most cases, viewed only by KI Client and by anyone to whom Client assigns such communications. With reasonably practicable, KI will attempt to preserve the confidentiality of such communications. However, Client agrees that KI has the right to monitor and to disclose any information as necessary to satisfy any law, regulations or other government requests to protect itself or its subscribers. 3.2 Confidentiality Client acknowledges that KI possesses valuable trade secrets and agrees to maintain the confidentiality of KI proprietary materials. KI acknowledges its responsibility to ensure compliance with the confidentiality provisions of the US Dept., of Education Family Educational Rights and Privacy Act; the Health Insurance Portability and Accountability Act of 1996 (HIPAA) 45 CFR Part 160 and Part 164, and code requirements of NJ Department of Education with respect to school records provided by the Board.
Sample 1
Representations of Warranties. The representations and warranties of Lindley, and the Shareholders shall be true and correct on anx xx xx the the Closing Date.
Sample 1
Representations of Warranties. 4.1 Each Credit Party (solely as to itself and its Subsidiaries) represents and warrants to the Administrative Agent, the Issuing Lenders and the Lenders on and as of the date hereof, that: (i) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Credit Party and constitutes such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Credit Party of this Amendment, (iv) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct as of the date hereof except for those which expressly relate to an earlier date, (v) both before and after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default and (vi) the Obligations are not reduced by this Amendment and are not subject to any offsets, defenses or counterclaims.
Sample 1
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Representations of Warranties. Each of the parties hereto represents and warrants as follows: a. it is duly organized and existing and in good standing under applicable state law and has the requisite authority to own or operate its properties and assets and to carry out its business as presently conducted. Further, it is qualified to do business in California and in each jurisdiction where failure to be qualified could materially and adversely affect its business or financial condition. b. It has all requisite legal and corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement, including the appendices hereto. c. All corporate actions on the part of the party, its directors, stockholders or partners necessary for performance of its obligations hereunder, have been duly and validly taken. d. This Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms, as to the party. e. It is not, and will not, by entering into and performing this Agreement and the obligations contemplated herein, be in violation of any term of its charter documents, or in any material respect be in violation of or in default as to any other agreement, judgment or decree by which it is bound, and to the best of its knowledge is not, and will not by entering into and performing this Agreement, be in violation of any applicable order, statute, rule or regulation.
Sample 1
Representations of Warranties. The representations and warranties of the Foundation set forth in Article IV hereof shall be true and correct in all material respects on the date of Closing as if made on and as of such date, and NELnet shall have received a certificate to such effect, executed by the Foundation and dated as of the date of Closing; provided, however, that if NELnet shall have actual knowledge that any of the Foundation's representations which are conditioned as to the "knowledge" or as to the "best knowledge" of the Foundation are not true or correct ("NELnet Actual Knowledge of Inaccuracy"), then this condition precedent shall not be deemed to have been satisfied if NELnet shall have notified the Foundation thereof at least five Business Days before the Exercise Date and the Foundation shall not have satisfied NELnet of the actual truth or accuracy thereof (provided, however, that NELnet reserves the right to inform the Foundation of any NELnet Actual Knowledge of Inaccuracy of which NELnet becomes aware between the fifth Business Day before the Exercise Date and the Exercise Date (and shall do so as soon as possible), in which case this condition precedent shall not be deemed to have been satisfied unless the Foundation shall have satisfied NELnet of the actual truth or accuracy thereof).
Sample 1

Related to Representations of Warranties

  • Representations of GFS GFS represents and warrants to the Trust that: (i) it is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska; (ii) it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement; (iii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (iv) it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.

  • 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 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.

  • 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; (b) Company represents and warrants that it is an insurance company duly organized and in good standing under the laws of its state of incorporation and that it has legally and validly established each Variable Account as a segregated asset account under applicable state insurance laws and the regulations thereunder. (c) Company represents and warrants that (i) prior to and at the time of any issuance or sale of Portfolio shares, the Contracts will be registered under the Securities Act of 1933, as amended (“1933 Act”), unless exempt from such registration, (ii) prior to and at the time of any issuance or sale of Portfolio shares, the Contracts will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the Securities Exchange Act of 1934 (“1934 Act”), the 1940 Act and the law(s) of Company’s state(s) of organization and domicile, (iii) each Variable Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, unless exempt from such requirements, (iv) each Variable Account’s 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder, (v) Company will amend the registration statement for its Contracts under the 1933 Act and for its Variable Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vi) each Variable Account prospectus, Statement of Additional Information (“SAI”), and then-current stickers, will at all times comply in all material respects with the applicable requirements of the 1933 Act and the rules thereunder. (d) Company represents that each Variable Account is a “segregated asset account” and that interests in each Variable Account are offered exclusively through the purchase of a “variable contract”, within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended (“Code”), and Section 1.817-5(f)(2) of the Federal Tax Regulations, that it shall make every effort to continue to meet such definitional requirements, and that it shall notify W&R and Ivy Funds VIP promptly upon having a reasonable basis for believing that such requirements have ceased to be met or that they may not be met in the future. (e) Company represents that the Contracts are currently, and at the time of issuance will be, treated as annuity contracts or life insurance policies, whichever is appropriate under applicable provisions of the Code, and that it shall make every effort to maintain such treatment. Company will promptly notify W&R and Ivy Funds VIP upon having a reasonable basis for believing that the Contracts have ceased to be treated as annuity contracts or life insurance polices, or that the Contracts may not be so treated in the future. (f) Company represents that it has established such rules and procedures as are necessary to ensure compliance with applicable federal, state and self-regulatory requirements relating to the offering of the Contracts. W&R and Ivy Funds VIP explicitly disclaim any and all responsibility for the offer, sale, distribution and/or servicing of the Contracts, except as otherwise specified in this Agreement. (g) Company shall during the term of this Agreement comply with all laws, rules and regulations applicable to it in connection with the performance of each of its obligations under this Agreement or applicable to the performance of its business, including, but not limited to, the requirements of the USA Patriot Act of 2001 (the “AML Act”) and related laws, rules and regulations. (h) To the extent one or more third parties are engaged by Company to offer the Contracts and/or perform services that Company is responsible for under this Agreement (such parties include, but are not limited to, affiliates of Company) (“Agents”), Company shall determine that each such Agent is capable of performing such services, shall take measures as may be necessary to ensure that Agents perform such services in accordance with the requirements of this Agreement and applicable law and shall bear full responsibility for, and assume all liability for (including any obligation for indemnification as provided in Paragraph 13 hereof), the actions and inactions of such Agents as if such services had been provided by Company. (i) From time to time, W&R and/or Ivy Funds VIP may implement policies, procedures or requirements in an effort to comply with applicable legal requirements and/or avoid potential adverse effects on the Portfolios. Company agrees to cooperate in good faith with W&R and/or Ivy Funds VIP in the implementation of any such policies, procedures and/or requirements and agrees to comply with any and all requirements, restrictions and limitations described in the Portfolios’ prospectus, including any restrictions or prohibitions relating to frequent purchases and redemptions of Portfolio shares. Such cooperation shall include, but not be limited to, providing, promptly upon request by W&R and/or Ivy Funds VIP, names, taxpayer identification numbers and transaction information relating to Contract Owners issuing instructions to the Company resulting in the purchase, redemption, transfer or exchange of Portfolio shares, executing any instructions from W&R and/or Ivy Funds VIP to restrict or prohibit any further purchases or exchanges of Portfolio shares relating to any Contract Owner who has been identified by or on behalf of Ivy Funds VIP as having engaged in transactions of Portfolio shares that violate policies established by Ivy Funds VIP for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Portfolio, facilitating the imposition of any applicable redemption fee on such person or persons, and taking such other remedial steps as are requested by W&R and/or Ivy Funds VIP, all to the extent permitted or required by applicable law. (j) Company represents that, during the term of this Agreement, it will have in force adequate insurance coverage insuring the Company against potential liabilities associated with the underwriting and distribution of the Contracts.

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • 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 and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

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