Representations, Warranties and Covenants of Other Parties Sample Clauses

Representations, Warranties and Covenants of Other Parties. Each of the parties below represents, warrants and covenants to each of the other parties to this Agreement as follows:
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Representations, Warranties and Covenants of Other Parties. Section 5.01 Representations, Warranties and Covenants of State Street..... Section 5.02 Representations, Warranties and Covenants of Owner Participant.................................................. Section 5.03
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Representations, Warranties and Covenants of Other Parties. 10 ---------------------------------------------------------- SECTION 6. Notices...................................................... 15 ------- SECTION 7. Expenses..................................................... 15 -------- SECTION 8. Miscellaneous................................................ 16 ------------- Schedule I Names, Addresses and Wire Instructions Schedule II United Equipment Notes, Purchasers and Purchase Prices UNITED EQUIPMENT NOTE PURCHASE AGREEMENT This UNITED EQUIPMENT NOTE PURCHASE AGREEMENT, dated as of July 31, 2000 (this "Agreement"), between UNITED AIR LINES, INC., a Delaware corporation --------- ("United"), and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ------- ASSOCIATION, a national banking association (the "Bank"), not in its individual ---- capacity, except as otherwise expressly provided herein, but solely as trustee (in such capacity, the "Pass Through Trustee") under each of the five separate -------------------- Pass Through Trust Agreements (as defined below), subordination agent (in such capacity, the "Subordination Agent"), and indenture trustee (in such capacity, ------------------- the "United Equipment Indenture Trustee") under the United Equipment Indentures ---------------------------------- (as defined below).
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Representations, Warranties and Covenants of Other Parties. The representations and warranties of Parent and Newco LLC set forth in Section 4 of this Agreement and of TMI set forth in Section 6 of this Agreement and the respective representations and warranties of Parent, Newco LLC and TMI set forth in the Ancillary Agreements shall be true and correct as of the date when made and (unless made as of a specified date) as of the First Closing Date except for such breaches as would not have a Material Adverse Effect on (w) Parent, (x) Newco, (y) the Existing Sub Business and the Existing TMI Business (taken as a whole), or (z) the licenses or spectrum of either the Existing Sub Business or the Existing TMI Business; provided, however, that if any of the representations and warranties are already qualified in any respect as to materiality or as to Material Adverse Effect, such representation or warranty shall be true and correct as of such dates in all respects (i.e., as written). Parent, Newco LLC, and TMI shall have performed in all material respects their respective covenants set forth in this Agreement to be performed prior to or at the First Closing; provided, however, that if any of the covenants are already qualified in any respect by materiality or as to Material Adverse Effect, such covenant shall have been performed in all respects (i.e., as written). Neither Parent nor Newco LLC shall have taken any action which would violate any provision of the Newco LLC Operating Agreement. At the First Closing, Parent shall deliver to each Note Investor an officer's certificate, dated the First Closing Date and duly executed by an executive officer, certifying as to Parent's and Newco's compliance with the conditions applicable to them set forth in this clause (i) and in clauses (ii), (iii), (iv), (ix), (x), (xiii), (xiv), and (xvii); and TMI shall deliver to each Note Investor an officer's certificate, dated as of the First Closing Date and duly executed by an executive officer, certifying as to TMI's compliance with the conditions applicable to it set forth in this clause (i) and in clauses (iv), (ix), (xi) (xii), (xiii), (xiv) and (xvii).
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Related to Representations, Warranties and Covenants of Other Parties

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Representations, Warranties and Covenants of the Holder The Holder represents and warrants to, and agrees with, the Company as follows:

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • Representations, Warranties and Covenants of the Seller The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:

  • Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

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