Sponsor’s Representations and Warranties. The Sponsor makes the following representations and warranties on which the Depositor is relying in purchasing the Purchased Property. The representations and warranties are made as of the Closing Date and will survive the sale and assignment of the Purchased Property by the Sponsor to the Depositor under this Agreement and by the Depositor to the Issuer under the Sale and Servicing Agreement and the pledge of the Purchased Property by the Issuer to the Indenture Trustee under the Indenture:
Sponsor’s Representations and Warranties. Sponsor represents and warrants that the person whose signature appears below for Sponsor is duly authorized to execute this Agreement and legally bind Sponsor under this Agreement. Sponsor further represents and warrants to Provider that any person employed by Sponsor and acting with apparent authority for Sponsor in connection with this Agreement both before and after it is fully executed is duly authorized by Sponsor to do so and bind Sponsor irrespective of whether that person is the person who executed this Agreement for Sponsor. Sponsor further agrees that any defense of non-authority by such person (or any similar defense) which Sponsor might raise in connection with this Agreement is hereby waived by Sponsor.
Sponsor’s Representations and Warranties. The Sponsor represents and warrants to the FHLBNY that as of the effective date of this Agreement, on each funding date of the Subsidy, and as of the dates that the Sponsor provides monitoring information and certifications to the FHLBNY, the following:
Sponsor’s Representations and Warranties. The Sponsor represents and warrants to the FHLB-NY as of the effective date hereof, on each funding date of the Subsidy, and as of the dates that the Sponsor provides monitoring information and certifications to the FHLB-NY as set forth in section13, above, and the AHP Regulation, the following:
Sponsor’s Representations and Warranties. Sponsor acknowledges that Museum is relying in good faith and to its potential detriment on the commitments made by Sponsor in this Agreement. Sponsor represents and warrants that it is a corporation in good standing, that it has the authority to enter into this Agreement and to grant the rights hereunder, and that any materials supplied by it pursuant to this Agreement will not violate any rights of any third parties.
Sponsor’s Representations and Warranties. Sponsor hereby represents and warrants to the City as follows:
A. Sponsor is duly organized and validly existing as a Virginia , and is authorized to conduct business, under the laws of the Commonwealth of Virginia and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its activities as they are presently being, and as they continue to be, conducted.
B. The execution, delivery and performance of this Agreement by Sponsor does not and will not: (a) violate any provision of its organizational documents; (b) violate, conflict with, or result in the breach of any of the terms of any contract, mortgage, bond, Indenture, or other instrument, obligation, contract, or agreement to which Sponsor is a party; (c) violate or conflict with any writ, order, judgment, injunction, award, or decree of any court, arbitrator, or governmental or regulatory agency or body by which Sponsor is bound; or (d) violate or conflict with any statue, law, regulation, rule, or ordinance by which Sponsor is bound.
C. Sponsor has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and perform the transactions and obligations contemplated herein.
D. This Agreement has been duly executed and delivered and constitutes the legal, valid, and binding obligation of Sponsor, enforceable in accordance with its terms (assuming due execution, delivery, and performance by or on behalf of the City), subject, however, to general principles of equity and the rights of creditors generally.
Sponsor’s Representations and Warranties. The Sponsor hereby represents and warrants for itself, as of the date hereof, as of each Funding Date and as of the date of any Deficiency Notice, any Warranty Notice and any Sponsor Payment delivered or made under this Agreement, that:
(a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation, has the corporate power and has obtained all required Governmental Approvals (each of which is in full force and effect and is not subject to review by any Governmental Authority) to comply with and perform its respective obligations under and enter into this Agreement;
(b) this Agreement has been duly authorized and executed by it and constitutes its valid and legally binding obligation enforceable in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, moratorium, insolvency or other similar laws affecting the enforcement of creditor's rights generally;
(c) neither the execution and delivery of this Agreement nor the compliance with its terms will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default or require any consent which has not been obtained under, any indenture, mortgage, agreement or other instrument or arrangement to which it is a party or by which it or any of its properties or assets are bound, or violate any of the terms or provisions of its Organic Documents or any Governmental Approval, judgment, decree or order or any other applicable Law;
(d) it is, and after giving effect to the transactions contemplated under this Agreement will be, Solvent; and
(e) it is not executing this Agreement with any intention to hinder, delay or defraud any of its present or future creditor or creditors.
Sponsor’s Representations and Warranties. The Sponsor represents and warrants that the Sponsor acknowledges that the nature of organisation of the Tournament with the help of the Sponsorship means that the Organiser needs to be able to fully rely on the Sponsor’s performance of the Agreement by the moment the Organiser publicly announces the Tournament because the Organiser will suffer significant and possibly irreparable harm if the Sponsor does not provide the Sponsorship.
Sponsor’s Representations and Warranties. To induce Company and Exchangor to enter into this Exchange Agreement, the Sponsor hereby represents and warrants to Company and Exchangor and agrees with Company and Exchangor as follows:
Sponsor’s Representations and Warranties. To induce Company and Subscriber to enter into this Subscription Agreement, the Sponsor hereby represents and warrants to Company and Subscriber and agrees with Company and Subscriber as follows:
