Representations, Warranties, Etc Sample Clauses

Representations, Warranties, Etc. Each and every representation and warranty of Buyer hereunder shall be true in all material respects at the Closing Date as though such representation and warranty had been made on the Closing Date, and Buyer shall have substantially performed all covenants and agreements on its part required to be performed, and shall not be in default under any of the provisions of this Agreement, at the Closing Date.

Representations, Warranties, Etc. The Company represents and warrants -------------------------------- to and covenants with the Trustee as follows: (a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, with the power and authority to own its assets and conduct its business as currently conducted, to enter into this First Supplemental Indenture and to perform its obligations under the Indenture and the Outstanding Debt. (b) First Maryland has been duly and validly merged into the Company, and the Company has succeeded to all of the rights, privileges, duties and responsibilities of First Maryland, under the laws of the States of Maryland and Delaware. (c) The execution, delivery and performance of this First Supplemental Indenture have been duly authorized by all necessary action on the part of the Company, and this First Supplemental Indenture represents the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (d) No Event of Default, and no event which with notice or lapse of time or both would constitute an event of Default, has happened and is continuing as a result of the merger of First Maryland into the Company or otherwise.

Representations, Warranties, Etc. The Company represents and warrants to and covenants with the Trustee as follows: (a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of New York, with the power and authority to own its assets and conduct its business as currently conducted, to enter into this Second Supplemental Indenture and to perform its obligations under the Indenture and the Outstanding Junior Subordinated Securities. (b) Allfirst has been duly and validly merged into the Company, and the Company has succeeded to all of the rights, privileges, duties and responsibilities of Allfirst, under the laws of the States of New York and Delaware. (c) The execution, delivery and performance of this Second Supplemental Indenture have been duly authorized by all necessary action on the part of the Company, and this Second Supplemental Indenture represents the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (d) No Event of Default, and no event which with notice or lapse of time or both would constitute an event of Default, has happened and is continuing as a result of the merger of Allfirst into the Company or otherwise.

Representations, Warranties, Etc. The Debtor represents, warrants and covenants to the Creditor that: (a) The security interest granted hereby to the Creditor does now and shall at all times during the term of this Agreement continue to constitute a first and prior lien on the Collateral, subject only to such matters as may be specifically agreed to in writing by the Creditor. (b) The Debtor is the lawful and absolute owner of the Collateral, subject to no other lien, encumbrance, right, claim or interest of any kind or nature (other than such interests in favor of the Creditor). In addition, the Debtor has the full and unrestricted right to pledge, assign and create a security interest in the Collateral as described in and contemplated by this Agreement. (c) The Debtor has the legal capacity to enter into and perform all of its obligations and agreements under this Agreement. (d) No consent or approval for the entry into and performance by the Debtor of its obligations and agreements under this Agreement is necessary. (e) The certificates, instruments and other writings delivered by the Debtor to the Creditor pursuant to Paragraph 2(c) of this Agreement are all of the certificates, etc., representing the Pledged Stock and all rights and interests with respect thereto. (f) The execution, delivery and performance of this Agreement by the Debtor will not affect or in any way impair the Collateral or the Debtor's or the Creditor's rights or interests therein.

Representations, Warranties, Etc. The Optionor represents and warrants that: (a) the Optionor has good and marketable title to the Lands and has the full power and authority to enter into and execute this Agreement; (b) there are no other agreements in or pursuant to which any other Person has or may acquire the right to purchase or obtain a transfer of the Lands from the Optionor; (c) there are no Encumbrances on or affecting the Lands except the Permitted Encumbrances; (d) the Optionor is not now (and until sixty (60) days after the Closing Date will not become) a non-resident of Canada, within the meaning of the Income Tax Act (Canada); (e) the Optionor is not the agent or trustee for anyone with an interest in the Lands who is (or will become within sixty (60) days after the Closing Date) a non- resident of Canada within the meaning of the Income Tax Act (Canada); (f) there are: (i) no encroachments onto the Lands; (ii) no actions, suits or proceedings before any Court pending or threatened by or against or affecting the Optionor which would affect the Lands or the sale thereof; and (iii) no proceedings by or before any governmental commission, department, board, authority or other administrative officer pending or threatened against the Optionor which would affect the Lands or the sale thereof; (g) the Optionor has not (and on the Closing Date will have not) entered into any leases, licenses, agreements to lease or other tenancy agreements with respect to the Lands other than Permitted Encumbrances except with the prior written consent of the Optionee; (h) the Optionor has not (and on the Closing Date will have not) entered into any contracts of any nature or kind with respect to the Lands that will survive closing and bind the Optionee other than the third party contracts that the Optionee has chosen to assume in the Optionee’s own sole discretion; (i) the Optionor has complied with all the Optionor's obligations contained in the Permitted Encumbrances and, to the best of the Optionor's knowledge, the other parties to the Permitted Encumbrances have complied with their respective obligations contained in the Permitted Encumbrances; (j) on the Closing Date, the Optionor shall have obtained and delivered to the Optionee any consent, approval or other document required under any of the Permitted Encumbrances in connection with the completion of the transactions contemplated hereunder; (k) there are no environmental, pollution or other waste disposal factors adversely affecting the Lands...

Representations, Warranties, Etc. Any representation or warranty made by the Company in any Loan Document or any statement or representation made in any certificate (including, without limitation, the Revolving Loan Request, the Term Loan Request and the Borrowing Base Certificates), report or opinion delivered in connection with any Loan Document shall prove to have been incorrect in any material respect when made;

Representations, Warranties, Etc. OF THE CORPORATION By its acceptance of this subscription agreement, the Corporation represents and warrants to the Subscriber (which representations and warranties shall survive closing and continue in full force and effect for a period of three years from the date hereof) and acknowledges that the representations of the Corporation made in Section 3.1 of the Purchase Agreement are true and correct as if made pursuant hereto. The Corporation acknowledges that the Subscriber is relying on those representations and warranties in entering into this subscription agreement:

Representations, Warranties, Etc. Any representation or warranty made by any Borrower herein or in any Loan Document or in any exhibit, schedule, report or certificate delivered pursuant hereto or thereto shall prove to have been false, misleading or incorrect in any material respect when made or deemed to have been made;

Representations, Warranties, Etc. Borrower hereby represents, warrants, acknowledges and agrees to and with Bank as follows: (a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation in good standing in every other state wherein the conduct of its business or the ownership of its property requires such qualification; (b) Borrower has the corporate power and authority to execute and deliver this Amendment and perform its obligations hereunder and has taken all necessary and appropriate corporate action to authorize the execution, delivery and performance of this Amendment; (c) The execution, delivery and performance by Borrower of this Amendment will not violate the terms of any instrument, document or agreement to which Borrower is a party, either individually or jointly, or by which Borrower or any of the property of Borrower is bound, or be in conflict with, result in a breach of or constitute (without giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation or imposition of any lien upon any of the property or assets of Borrower; (d) The Loan Agreement, as heretofore amended and as amended by this Amendment, and each other Loan Document remains in full force and effect, and each constitutes the valid and legally binding obligation of Borrower, enforceable in accordance with its terms; (e) No consent or approval or authorization of any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Amendment by Borrower or the validity and enforceability of this Amendment as to Borrower; (f) All of Borrower's representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment; and (g) No Event of Default and no event which, with notice, lapse of time or both would constitute an Event of Default, has occurred and is continuing under the Loan Agreement or the other Loan Documents which has not been waived in writing by Bank.

Representations, Warranties, Etc. Any representation or warranty made by the ESOP in any Loan Document or any statement or representation made in any certificate, report or opinion delivered in connection with any Loan Document shall prove to have been incorrect in any material respect when made.