Representationsand Warranties. Assignor represents and warrants to Assignee that, to the best of its knowledge, (a) neither Assignor nor SBBC has breached or is currently in breach of any term or provision of the Lease Agreement; and (b) the Lease Agreement as attached hereto is trueand correct, and there are no other amendments not included therewith. Assignee represents and warrants to SBBC, that Assignee is fully authorized to enter into this Assignment and Assumption of Agreement.
Representationsand Warranties. Section 3.1. The Holder represents and warrants to the Maker:
(a) The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of the Act or any application state securities laws or similar laws relating to the sale of securities;
(b) That Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions from the registration provisions of the Act and any continued reliance on such exemption is predicated on the representations of the Holder set forth herein;
(c) Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Holder's net worth, and Holder's investment in this Note will not cause such overall commitment to become excessive;
(d) Holder is an "accredited investor" (as defined in Regulation D promulgated under the Act) and the Holder's total investment in this Note does not exceed 10% of the Holder's net worth; and
(e) Holder recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their entire investment should consider investing in the Maker and this Note.
Section 3.2. The Maker represents and warrants to Holder:
Representationsand Warranties. 4.1. The Seller hereby represents and warrants to the Purchaser as of the date hereof and the Closing Date, the following:
(a) Organization; Authorization. The Seller has been duly organized and validly exists under the laws of its jurisdiction of organization. The Seller has full organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid, and binding obligation of the Seller, enforceable in accordance with its terms, subject to applicable laws affecting creditors’ rights and to equitable principles;
Representationsand Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:
Representationsand Warranties. In order to induce Buyer to enter into this Agreement, each Seller hereby represents and warrants to Buyer that the following representations and warranties are true as of the effective date and will be substantially true at Closing:
Representationsand Warranties. The representations and warranties of IES and WPL set forth in this Agreement shall be true and correct (i) on and as of the date hereof and (ii) on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except for representations and warranties that ex pressly speak only as of a specific date or time other than the date hereof or the Closing Date which need only be true and correct as of such date or tine) except in each of cases (i) and (ii) for such failures of representations or warranties to be true and correct (without regard to any materiality qualifications contained therein) which, individually or in the aggregate do not, and insofar as reasonably can be foreseen, would not, result in an IES Material Adverse Effect or a WPL Material Adverse Effect, as the case may be.
Representationsand Warranties. The representations and warranties of IES and In terstate set forth in this Agreement shall be true and correct (i) on and as of the date hereof and . warranties had been made on and as of the Closing Date (except for representations and warran ties that expressly speak only as of a specific date or time other than the date hereof or the Closing Date which need only be true and correct as of such date or time) except in each of cases (i) and
Representationsand Warranties. 17.1 The Hirer acknowledges that no representation warranty condition or description either express or implied is or has been made or given by the Owner as to the quality fitness safety or otherwise of the vehicle and that all warranties and conditions whether express or implied are excluded except such conditions and warranties as are implied into this Agreement by the Trade Practices Act 1974.
17.2 The Hirer acknowledges having inspected the vehicle before signing this Agreement and agrees that it is roadworthy, clean and in good condition. The Hirer agrees to return the vehicle to the Owner in the same condition except for normal wear and tear.
Representationsand Warranties. SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee. The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Holders that:
(a) the Property Trustee is a Delaware banking corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware;
(b) the Property Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;
(c) the Delaware Trustee is a Delaware banking corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware;
(d) the Delaware Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;
(e) this Trust Agreement has been duly authorized, executed and delivered by the Property Trustee and the Delaware Trustee and constitutes the legal, valid and binding agreement of each of the Property Trustee and the Delaware Trustee enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity;
(f) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Property Trustee and the Delaware Trustee and do not require any approval of stockholders of the Property Trustee and the Delaware Trustee and such execution, delivery and performance will not (i) violate the Certificate of Incorporation or By-laws of the Property Trustee or the Delaware Trustee or (ii) violate any applicable law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee or any order, judgment or decree applicable to the Property Trustee or the Delaware Trustee;
(g) neither the authorization, execution or delivery by the Property Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of any of the tran...
Representationsand Warranties
