S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender;
S REPRESENTATIONS AND WARRANTIES. The Debtor hereby represents and warrants to each Secured Party on the date hereof that:
(a) this Agreement constitutes the legal, valid and binding obligations of the Debtor, and constitutes a valid first priority security interest under the Law, enforceable against the Debtor in accordance with its terms;
(b) no event has occurred or circumstance exists which constitutes or with the giving of notice or lapse of time or both would constitute an Event of Default;
(c) the Debtor and David Robson are the sole legal and the Debtor is txx xxxx xxxxficial owner of and has good title to the Collateral subject only to the rights granted in favour of the Secured Parties by this Agreement;
(d) the Securities constitute the entire issued capital of the Company and have been duly authorised and validly issued and are fully paid;
(e) the Collateral is free from all Encumbrances and rights of set-off other than those created by this Agreement in favour of the Secured Parties;
(f) the Debtor has the necessary power to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Debtor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action;
(g) all necessary authorisations or approvals or other actions by and notices or filings with any governmental authority, regulatory body or any other third party to enable the Debtor to execute, deliver and perform this Agreement and the perfection of the security interest created hereunder have been obtained and are in full force and effect;
(h) the execution, delivery and performance by the Debtor of this Agreement and the consummation by the Debtor of the transactions contemplated hereby do not:
(i) require any consent or approval of any Person that has not been obtained and each such consent or approval that has been obtained is in full force and effect;
(ii) violate any provision of the memorandum and articles of association of the Debtor;
(iii) violate any provision of any statute, regulation, order, injunction or judgment applicable to each Debtor which violation could reasonably be expected to have a Material Adverse Effect; or
(iv) violate, result in a breach of or constitute a default under any mortgage, indenture or any other material agreement to which the Debtor is a party or by which it or its property may be bound which violation or breach could reasonably be expected to have a Ma...
S REPRESENTATIONS AND WARRANTIES. [PURCHASER 3] has the requisite power and authority to execute and deliver this Note, to consummate the transactions contemplated hereby and to duly observe and perform all his covenants and obligations herein set forth;
S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to Seller as of Closing, as follows:
S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this Agreement is executed at Borrower's request and not at the request of Lender; (
S REPRESENTATIONS AND WARRANTIES. That Borrower is the owner of all existing Collateral free of any claim whatsoever except the claim of the Bank and that as to all Collateral to be acquired after the date hereof Borrower will be the owner of said Collateral and that the ownership of the Borrower is free of any claim whatsoever except the claim of the Bank and Borrower will defend the Collateral and title thereto.
S REPRESENTATIONS AND WARRANTIES. 17 4.1 Authorization, No Conflicts, Etc. 18 4.2 Organization and Good Standing 19 4.3 Subsidiaries 19 4.4 Capital Stock 20 4.5 Financial Statements 20 4.6 Absence of Certain Changes or Events 21 4.7 Absence of Material Adverse Changes 21 4.8 Legal Proceedings 21 4.9 Regulatory Filings 22 4.10 No Indemnification Claims 22 4.11 Conduct of Business 22 4.12 Proxy Statement, Etc. 22 4.13 Agreements With Bank Regulators 22 4.14 Tax Matters 23 4.15 Title to Properties 25 4.16 Condition of Real Property 25 4.17 Real and Personal Property Leases 26 4.18 Required Licenses, Permits, Etc. 27
S REPRESENTATIONS AND WARRANTIES. 3M represents and warrants to the Class Representatives as follows:
4.3.1. 3M has received legal advice from its attorneys regarding the advisability of entering into this Settlement Agreement and the legal consequences of this Settlement Agreement.
4.3.2. 3M is not relying on any statement, representation, omission, inducement, or promise by any Class Representative, any Eligible Claimant, or Interim Class Counsel, except those expressly stated in this Settlement Agreement.
4.3.3. 3M, with the assistance of its attorneys, has investigated the law and facts pertaining to the Released Claims and the Settlement.
4.3.4. 3M has carefully read, and knows and understands, the full contents of this Settlement Agreement and is voluntarily entering into this Agreement after having consulted with its attorneys.
4.3.5. 3M has all necessary authority to enter into this Settlement Agreement, has authorized the execution and performance of this Settlement Agreement, and has authorized the Person signing this Settlement Agreement on its behalf to do so.
S REPRESENTATIONS AND WARRANTIES. 4.1 RQ represents and warrants to the Corporation that i) it is a duly constituted and organized Legal Person which validly exists and is in good standing pursuant to the Laws relating to its corporate existence, ii) it has the capacity, rights and corporate powers necessary to enter into this agreement as well as each and every transaction contemplated herein, and iii) this agreement as well as each and every transaction contemplated herein have been duly authorized by RQ and all necessary corporate procedures or other authorizations which must be taken or obtained by RQ in such regard have been taken or obtained in order to allow this agreement to be entered into and signed and any document relating hereto to be signed.
S REPRESENTATIONS AND WARRANTIES. ARTICLE XORGANIZATION
