Warranties and Further Assurances Sample Clauses

Warranties and Further Assurances. (a) The Pledgor agrees that it will, promptly upon receipt thereof, deliver to the Paying Agent any Collateral which may come into the possession of the Pledgor after the date hereof (other than any dividends or payments which the Pledgor is entitled to receive and retain pursuant to Section 5(a)(ii) below), accompanied by appropriate stock powers duly endorsed to the Paying Agent.
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Warranties and Further Assurances. 5.1 The Depositor warrants to DAICO that: (a) it charges and assigns the Securities with full title guarantee (and that any future delivery, charge and assignment or transfer thereof will also be with full title guarantee) and further that, in each case, the Securities are free and clear of all liens security interests and encumbrances of every description whatsoever other than the security interest created hereunder; (b) assuming continuous possession of the Securities by DAICO, this Deed of Charge and Memorandum of Deposit and the actions contemplated hereby are effective to create a valid first fixed equitable charge and, as the case may be, assignment by way of security in, to or over the Securities in favour of DAICO; (c) all shares of common stock of Tristar which are subject to this Deed of Change are duly authorized, validly issued, fully paid and non-assessable and registered in the name of the Depositor; and (d) except for any filings that may be required to be made under any US federal or state antitrust or securities laws in connection with DAICO's offer, sale, transfer or assignment of the Pledged Shares no filing with or consent of any governmental authority is required for the Depositor's pledge of the Pledged Shares pursuant to, or the exercise by DAICO of its rights and remedies under, this Deed of Charge and Memorandum of Deposit.
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Warranties and Further Assurances. (a) Pledgor warrants to the Collateral Agent that Pledgor is, or at the time of any future delivery, pledge, assignment, or transfer will be, the lawful owner of the Collateral, free of all claims and liens other than the security interest hereunder (and any security interest therein held by SunTrust Bank, Atlanta, Barclays Bank PLC and/or National Bank of Canada, all of which are to be released concurrently with the funding of the initial Loans under the Credit Agreement), with full right to deliver, pledge, assign and transfer the Collateral to the Collateral Agent as Collateral hereunder.
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Warranties and Further Assurances. (a) The Pledgor agrees that it will, promptly upon receipt thereof, deliver to the Agent any Collateral which is in or may come into the possession of the Pledgor on or after the date hereof (other than any dividends or payments which the Pledgor is entitled to receive and retain pursuant to SECTION 5(a)(ii) below), accompanied by appropriate stock powers duly endorsed to the Agent; PROVIDED that the Pledgor shall not be obligated to deliver any Collateral to the extent that such delivery would result in a material deemed dividend of the current accumulated earnings and profits of the Person that issued such Pledged Shares under section 956 of the Code.
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Warranties and Further Assurances. (a) Pledgor has the power and authority to enter into and perform all of his obligations under this Agreement, the Guaranty and all other loan documents and instruments now or hereafter executed by Pledgor in connection with the Loan (all of the foregoing collectively, the "loan Documents").
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Warranties and Further Assurances. The Pledgor warrants to the Secured Party that the Pledgor is, or at the time of any future delivery, pledge, assignment, or transfer will be, the lawful owner of the Collateral, free of all claims and liens other than the security interest hereunder (and those security interests described in Schedule "A" with regard to certain of the Pledged Shares), with full right to deliver, pledge, assign and transfer the Collateral to the Secured Party as Collateral hereunder. The Pledgor agrees to deliver to the Secured Party from time to time upon request of the Secured Party such stock powers and similar documents, satisfactory in form and substance to the Secured Party, with respect to the Collateral as the Secured Party may reasonably request. The Pledgor further agrees not to sell, assign, exchange, pledge or otherwise transfer or encumber any of its right to any of the Collateral (except as described in Schedule "A").
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Related to Warranties and Further Assurances

  • Reaffirmation of Representations and Warranties/Further Assurances After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).

  • WARRANTIES AND UNDERTAKINGS 5.1 Each Party warrants to the other Party as at the date of this Agreement and as at Completion that:

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 15 is signed and as of the Effective Date of this Contract Amendment No. 15:

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Warranties and Representations 7.1 Customer warrants and represents with respect to all of The Xxxx(s) sold to SYSTRAN that (a) The Xxxx(s) are genuine and in all respects what they purport to be; (b) Customer has good title to The Xxxx(s) and The Xxxx(s) are free and clear of all encumbrances, liens and prior claims, and that the Customer has the legal right to sell The Xxxx(s); (c) Customer has no knowledge of any fact which may impair the validity of The Xxxx(s) or make them uncollectible in accordance with its terms and face amount; (d) for transportation Customers, The Xxxx(s) were made in accordance with the laws and the regulations of the Federal Highway Administration or other federal regulatory agency, and the appropriate state regulatory commission or made according to lawful and valid contracts which Customer has executed; (e) for transportation Customers, The Xxxx(s) are supported by lawful, effective and complete bills of lading or other contract of carriage together with bona fide, genuine, valid and signed delivery receipts, and Customer will not modify or delete any of the terms of the original Bills or Special Purchase Bills or xxxx of lading with respect to same; (f) there are no counterclaims or setoffs or defenses existing in favor of the Debtor, whether arising from the services provided or goods sold which are the subject of The Xxxx(s) or otherwise and there has been no agreement as to the issuance or granting of any discount on The Xxxx(s); (g) The Xxxx(s) are not a duplicate of and do not cover the same services provided or goods sold as a Xxxx or Special Purchase Xxxx previously purchased by SYSTRAN from the Customer or billed directly by the Customer to the Debtor; (h) Customer does not own, control, or exercise dominion over the business of any Debtor whose Bills or Special Purchase Bills are factored by Customer to SYSTRAN, Customer is not a subsidiary of any Debtor and no Debtors control or exercise dominion over the business of Customer; (i) Customer will not under any circumstances or in any manner whatsoever interfere with any of SYSTRAN’s rights under this Agreement in connection with SYSTRAN’s factoring of The Xxxx(s); (j) Customer has not and will not pledge the credit of SYSTRAN to any person or business for any purpose whatsoever; (k) for non-transportation Customers, until the sale by Customer to Debtor of the goods described in The Xxxx(s), Customer had good title to the goods sold, the goods were free of all encumbrances, liens and prior claims, and Customer had the legal right to sell the goods.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

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