Xxxxxsentations and Warranties Sample Clauses

Xxxxxsentations and Warranties. KEN ASH JR represents, warrants, covenants and agrees that XXX XXX XX has a right to enter into this Agreement; that KXX XXX XX is not a Party to any agreement or understanding, xxxxxxx written or oral, which would prohibit KEN ASH JR's performance of his obligations hereunder; and XXX XXX JR is not in possession of any proprietary informatxxx xxxxxxing to another Party which KEN ASH JR is legally prohibited from using. A breach of this Xxxxxxxph VI shall be ground for immediate termination of this Agreement.
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Xxxxxsentations and Warranties. In order to induce PNC to enter into this Amendment, each of the Principal Parties hereby represents and warrants to PNC that (i) it has the full capacity and legal right to execute, deliver and perform its obligations under this Amendment and the Other Documents to which it is a party, and each of the Principal Parties has taken all appropriate action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Amendment and the Other Documents, (ii) this Amendment, the Credit Agreement and the Restructuring Agreement (as amended by this Amendment) and the Other Documents, constitute legal, valid and binding obligations of each of the Principal Parties enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally, (iii) the representations and warranties contained in the Credit Agreement and the Restructuring Agreement and in each of the Other Documents, to which it is a party are true and correct on and as of the First Amendment Effective Date as though made on and as of such date, except for changes which have occurred and which were not prohibited by the terms of the Credit Agreement and Restructuring Agreement or are being consented to by PNC in this Amendment, (iv) no Default or Event of Default (other than those expressly waived herein) has occurred and is continuing, or would result from the execution, delivery and performance by each of the Principal Parties of this Amendment, the Credit Agreement and Restructuring Agreement (as amended by this Amendment) or any of the Other Documents, to which it is a party, (v) none of the Principal Parties is in default in the payment or performance of any of its obligations under any mortgage, indenture, security agreement, contract, undertaking or other agreement or instrument to which it is a party or which purports to be binding upon it or any of its properties or assets, which default would have a material adverse effect on its properties, assets or financial condition, (vi) each of the Principal Parties is in compliance with all applicable statutes, laws, rules, regulations, orders and judgments, the contravention or violation of which would have a material adverse effect on its properties, assets or condition (financial or otherwise), (vii) no material adverse change in its properties, assets or in the condition (financ...
Sample 1
Xxxxxsentations and Warranties. The representations and warranties of BCP and Holdings in this Agreement or in any Schedule, certificate or document delivered in connection herewith shall have been true and correct when made and shall be true and correct on the Closing as though made on and as of the Closing, and Loewen shall have recexxxx x certificate signed by an officer of BCP and Holdings to that effect.
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Xxxxxsentations and Warranties 
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Related to Xxxxxsentations and Warranties

  • Your Representations and Warranties You represent and warrant to the Company that:

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that:

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Representations and Warranties The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

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