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. (b) The Pledgor warrants to the Paying Agent that the Pledgor is, or at the time of any future delivery and pledge thereof will be, the lawful owner of the Collateral, free of all claims and liens other than the security interest hereunder, with full right to deliver, pledge, and assign the Collateral to the Paying Agent as Collateral hereunder. (c) The Pledgor agrees to deliver to the Paying Agent from time to time upon request of the Paying Agent such stock powers and similar documents, satisfactory in form and substance to the Paying Agent, with respect to the Collateral as the Paying Agent may reasonably request. The Pledgor agrees not to grant any Lien on or otherwise encumber any of its rights to any of the Collateral.
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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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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. (b) The Pledgor warrants to the Agent that the Pledgor is, or at the time of any future delivery and pledge thereof will be, the lawful owner of the Collateral, free of all claims and liens other than the security interest hereunder, with full right to deliver, pledge, and assign the Collateral to the Agent as Collateral hereunder. (c) The Pledgor agrees to deliver to the Agent from time to time upon request of the Agent such stock powers and similar documents, satisfactory in form and substance to the Agent, with respect to the Collateral as the Agent may reasonably request. The Pledgor agrees not to grant any Lien (other than Permitted Liens of the kind described in SECTION 7.1(c) of the Credit Agreement) on or otherwise encumber any of its rights to any of the Collateral.
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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. 5.2 So long as any of the Secured Obligations shall be outstanding or any commitment shall exist on the part of DAICO with respect to the creation of any Secured Obligations, the Depositor; (a) shall not without the express prior written consent of DAICO, (i) sell, assign, exchange, charge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase the Securities or (ii) otherwise diminish or impair any of its rights in, to or under any of the Securities; (b) shall execute such documents and made such endorsements (and pay the costs of filing and recording or re-filing and re-cording the same in all public offices reasonably deemed necessary or appropriate by DAICO) and do such other acts and things, all as DAICO 4 may from time to time reasonably request, to establish and maintain a valid, perfected security interest in the Securities (free of all other liens, claims and rights of third parties whatsoever) to secure the performance and payment of the Secured Obligations; and (c) will furnish DAICO such information concerning the Securities as DAICO may from time to time reasonably r...
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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. (b) Pledgor agrees to deliver to the Collateral Agent from time to time upon request of the Collateral Agent such stock powers and similar documents, satisfactory in form and substance to the Collateral Agent, with respect to the Collateral as the Collateral Agent may reasonably request. Pledgor agrees not to sell, assign, exchange, pledge or otherwise transfer or encumber any of its right to any of the Collateral, unless and except pursuant hereto.
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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"). (b) The making and performance by Pledgor of this Agreement and the other loan Documents will not violate any provision of law or result in the breach of or constitute a default or require any consent under, or result in the creation of any lien, charge, or encumbrance (except the security interest of the lender) upon any property or assets of Pledgor pursuant to any indenture or other agreement or instrument to which Pledgor is a party or by which Pledgor or his property may be bound or affected. (c) This Agreement and the other loan Documents are the legal, valid and binding obligations of Pledgor enforceable against Pledgor in accordance with their respective terms, except as limited by applicable bankruptcy, reorganization, insolvency or similar laws affecting creditors' rights generally and by general principles of equity. (d) No authorization, approval or other action by, and no notice to or filing with, any governmental authority that have not already been taken or made and which are in full force and effect, is required (i) for the grant by the Pledgor of the security interest in the Collateral granted hereby; (ii) the execution, delivery or performance of this Agreement by the Pledgor; or (iii) for the exercise by the Lender of its rights or remedies hereunder. (e) There are no suits or proceedings pending, or to the knowledge of Pledgor threatened against or affecting Pledgor which, if adversely determined, would have an adverse effect on the financial condition of Pledgor or his ability to perform his obligations this Agreement or the other Loan Documents, and there are no proceedings by or before any court, governmental commission, board, bureau, or other administrative agency pending or, to the knowledge of Pledgor, threatened against Pledgor. /s/ MR (f) Pledgor has satisfied all judgments and is not in default with respect to any judgment, writ, injunction, decree, rule, or regulation of any court, arbitrator, or federal, state, municipal, or other governmental authority, commission, board, bureau, agency, or instrun1enlality, domestic or foreign. (g) Pledgor has filed all tax returns (federal, state and local) required to be filed and has paid all taxes,...
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Related to Warranties and Further Assurances

  • Covenant of Further Assurances The Funds and BNY Mellon covenant and agree that, subsequent to the execution and delivery of this Agreement and, without any additional consideration, each of the Funds and BNY Mellon shall execute and deliver any further legal instruments and perform any acts that may be reasonably required to confirm and effectuate the validity and enforceability of this Agreement.

  • Warranties and Covenants Assignor warrants and represents to Assignee and Company as of the date hereof:

  • 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 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • 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 Except as set forth in this Section 6.4, the representations and warranties of the parties contained herein shall survive until the second anniversary of the Closing (the "Expiration Date"), and no party may seek indemnification under this Article 6 with respect to a breach of a representation or warranty after the Expiration Date; provided, however, that the representations and warranties contained in Sections 2.1, 2.2, 2.5, 2.6, 2.14, 2.15, 2.16, 3.1, 3.2, 3,5, 3.6, 3.13, 3.14 and 3.15 shall survive until 90 days after the applicable statute of limitations (including any and all valid extensions thereof) and a party may seek indemnification with respect to a breach of such representation or warranty any time prior to the expiration of such statute of limitations. Notwithstanding anything to the contrary contained herein, all representations and warranties made by each of VNCI, B2B and Moneyline in this Agreement or in any schedule or other document delivered pursuant hereto, and the liability with respect thereto, shall not terminate with respect to any claim, whether or not fixed as to liability or liquidated as to amount, with respect to which such party has been given written notice stating the nature of the claim prior to the date on which such representation or warranty expires. The parties' respective covenants and agreements contained in this Agreement or in any certificate, schedule, list, exhibit, agreement, document or other writing delivered pursuant hereto or in connection with the transactions contemplated hereby shall survive indefinitely unless otherwise set forth herein or therein. Notwithstanding anything to the contrary in this Agreement, (a) no investigation by, or knowledge of, a party shall affect the representations, warranties, covenants and agreements of the other parties under this Agreement or in any certificate, schedule, list, exhibit, agreement, document or other writing delivered pursuant hereto or in connection with the transactions contemplated hereby and by the Transaction Agreements furnished or to be furnished to the other parties and (b) such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the Closing or of the fact that the other party or parties knew or should have known that any of the same is or might be inaccurate in any respect.

  • Cooperation and Further Assurances Each party will cooperate with the other in fulfilling its obligations under this Plan and will provide such information and documentation as is reasonably requested by the other in carrying out the Plan's terms. Each party will provide such further assurances concerning the performance of its obligations hereunder and execute all documents for or in connection with the consummation of the Acquisition as, with respect to such assurances or documents, the other shall deem necessary or appropriate.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.