Owner’s Representations and Warranties The Owner represents and warrants that:
(a) it is either the sole and full legal and beneficial owner, or has been and is as at the date of this Agreement, the full legal and beneficial Owner of the Collectible and has secured all the necessary permissions and authority to do so and, if requested to do so, shall supply to Coinllectibles all necessary information, documents and material to demonstrate the Ownership to and provenance of the Collectible;
(b) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order (a) for the Owner to lawfully enter this Agreement, (b) to allow Coinllectibles to lawfully perform the Services and (c) to ensure that those actions, conditions and things are legal, valid, binding and enforceable, have been taken, fulfilled and done;
(c) the transfer of the Collectible to the Purchaser is free from all claims, liens, security interest, encumbrances and all rights of any kind exercisable by third parties, threatened or pending, relating to the Collectible, the Owner’s title to the Collectible, or the Owner’s authority to sell the Collectible;
(d) it owns all Intellectual Property in and to the Collectible and the Collectible does not and will not infringe the copyright, trademark or other intangible or proprietary rights of any third-party;
(e) it has no knowledge of any claims threatened or pending, nor any knowledge of any facts or circumstances likely to give rise to any claims and shall notify Coinllectibles of any claims in respect of the Collectible as soon as the Owner becomes aware of it or foresees it;
(f) this Agreement constitutes a valid and binding obligation of the Owner, and does not violate any applicable laws, agreement, judgement or court order to which it is subject or bound, or by which it or any substantial part of its assets is bound or affected;
(g) there are no legal proceedings pending, threatened, or foreseeable against the Owner, which would affect Coinllectibles’ ability to perform the Services in this Agreement, nor any proceedings against the Owner related to bankruptcy, insolvency, liquidation, dissolution or winding up;
(h) its entry into and/or performance of or compliance with its obligations under this Agreement do not and will not violate any law to which it is subject;
(i) it has not created and shall not create, or permit to subsist, any duplicate, reproduction or replica of the Collectible (whether unique or in edition) and it has not licensed to any third-party the right to create any duplicate, reproduction or replica of the Collectible; and
(j) the exportation, if any, of the Collectible from any country has been in full conformity with the laws of such country, and the importation of the Collectible into any country has been in full conformity with the laws of such country.
Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.
Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will:
a) Violate any provision of the charter documents of Contractor;
b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or
c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.
Guarantor’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; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Xxxxxx shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.
Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:
Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:
Issuer’s Representations and Warranties The Issuer represents and warrants to the Indenture Trustee as of the Closing Date:
DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:
Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows:
1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act.
2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities.
3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities;
4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission.
5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.
GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (A) this Agreement is executed at Borrower’s request and not at the request of Lender; (B) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender;
