THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation, on behalf of the Reorganizing Fund, represents and warrants to and agrees with the Federated Trust on behalf of the Surviving Fund as follows:
(a) The Corporation is a Maryland corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; the Reorganizing Fund is a duly organized portfolio of the Corporation; and each of the Corporation and Reorganizing Fund has the power to own all of its properties and assets and, subject to the approval of the Reorganizing Fund Shareholders as contemplated hereby, to carry out this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by and is valid and binding on the Corporation, enforceable against the Corporation in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
(c) The Corporation is registered under the 1940 Act as an open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect.
(d) The current prospectus and statement of additional information of the Reorganizing Fund conform in all material respects to the applicable requirements of the Securities Act of 1933, and the rules and regulations thereunder (the “1933 Act”), and the 1940 Act, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which there were made, not misleading.
(e) Neither the Corporation nor the Reorganizing Fund is in, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement (subject to Reorganizing Fund Shareholder approval) does not constitute and will not result in a, violation of any provision of the Corporation’s Articles of Incorporation or By-Laws or any material agreement, indenture, instrument, contract, lease or other undertaking or arrangement to which the Corporation or the Reorganizing Fund is a party or by which the Corporation or the Reorganizing Fund is bound.
(f) Except as otherwise disclosed in writing to and accepted by the Surviving Fund, no litigation, administrative proceeding, investigation or other proceeding of or before any court or governmental body is presently pend...
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. Except as set ------------------------------------------------ forth in the Schedule of Exceptions, attached hereto as Exhibit C, the Corporation makes the following representations and warranties to the Series D Investors:
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation hereby makes the following representations and warranties to the Service Providers, Bedrock Shareholders and Bedrock, each of which the Corporation represents to be true and correct on the date hereof and (except as the Corporation may notify Bedrock in writing prior to the Closing) shall be deemed made again as of the Closing and represented by the Corporation to be true and correct at the time of the Closing.
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation ------------------------------------------------ makes the following representations and warranties to the Investor:
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. To induce the Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, the Corporation represents and warrants to each Lender that the following statements are true, correct and complete:
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation hereby makes the following representations and warranties to the Medical Shareholders and Medical, each of which the Corporation represents to be true and correct on the date hereof and (except as the Corporation may notify Medical in writing prior to the Closing) shall be deemed made again as of the Closing and represented by the Corporation to be true and correct at the time of the Closing.
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and the Lenders to enter into this Amendment Agreement and to amend and restate the Credit Agreement as described herein, the Corporation represents and warrants to the Agent and each Lender that the following statements are true, correct and complete on and as of the Amended and Restated Credit Agreement Effective Date:
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. In order to induce the Purchaser to enter into this Bond Purchase Agreement and in order to induce the City to enter into this Bond Purchase Agreement and the other Transaction Documents to which it is a party, and to issue the Bonds, with full realization and appreciation of the fact that the investment value of the Bonds and the ability of the City to sell and the Purchaser to purchase the Bonds are dependent at least in part upon the credit standing of the Corporation, and in consideration of the foregoing and the execution and delivery of this Bond Purchase Agreement, the Corporation represents and warrants to and covenants with the City and the Purchaser as follows:
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation hereby represents and warrants to the Sellers as follows:
THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation hereby makes the following representations and warranties to the Pharmco Members and Pharmco, each of which the Corporation represents to be true and correct on the date hereof and (except as the Corporation may notify Pharmco in writing prior to the Closing) shall be deemed made again as of the Closing and represented by the Corporation to be true and correct at the time of the Closing.
