XXXXXXXXXXXXXXX XXX XXXXXXXXXX Sample Clauses

XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xxxx Guarantor hereby represents and warrants that: (a) it has the corporate power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guarantee, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Guarantee; (b) this Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, general equitable principles and an implied covenant of good faith and fair dealing; (c) the execution, delivery and performance of this Guarantee will not violate any provision of any Requirement of Law or Contractual Obligation of such Guarantor and will not result in or require the creation or imposition of any Lien on any of the properties or revenues of such Guarantor pursuant to any Requirement of Law or Contractual Obligation of the Guarantor; (d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of such Guarantor) is required in connection with the execution, delivery, performance, validity or enforceability of this Guarantee; (e) except in certain jurisdictions in each of which the provisions of paragraph 20 hereof are enforceable against such Guarantor, each Guarantor is not required to make any deduction or withholding from any payment to be made by it under this Guarantee, and this Guarantee is not liable to any registration tax, stamp duty or similar tax or duty imposed by any competent authority of or within the jurisdiction in which it is organized; and (f) This Guarantee ranks, and each Guarantor shall take or cause to be taken all action which may be or become necessary or appropriate in order to assure that the guarantee hereunder will rank, at least PARI PASSU with any and all present of future unsecured obligations of such Guarantor for borrowed money or any and all present or future unsecured obligations arising from indebtedness guaranteed by it or in respect of which it is otherwise contingently liable. Each Guarantor agrees that the foregoing representations and warranties shall be deemed to have been made by such Guarantor on the date of each extens...
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XXXXXXXXXXXXXXX XXX XXXXXXXXXX. 48 4.1 Existence and Qualification; Power; Compliance with Law ....................... 48 4.2 Authority; Compliance with Other Instruments and Government Regulations ....... 48 4.3
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XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xx xxxxx xx induce the Agent, the Co-Agent and the Lenders to enter into this Sixth Amendment, the Borrower Parties hereby represent and warrant that:
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XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xxx Xxxxxxxx xxxxxx xxxxxxents and warrants to the Agent and the Lenders that (a) this Amendment has been duly authorized, executed and delivered by the Borrower, (b) no Default or Event of Default has occurred and is continuing as of this date, and (c) all of the representations and warranties made by the Borrower in Sections 7.01 through 7.03, 7.07 through 7.14, 7.17, and 7.19 of the Loan Documents are true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such representations or warranties expressly referred to a specific prior date). Any breach by the Borrower of any of the representations and warranties contained in this Section shall be an Event of Default for all purposes under the Loan Agreement and the other Loan Documents.
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XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xxxx Xxxxxxxxxx Guarantor hereby represents and warrants that the representations and warranties set forth in Section 4 of the Credit Agreement as they relate to such Subsidiary Guarantor, each of which is hereby incorporated herein by reference, are true and correct, and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Borrower's knowledge shall, for the purposes of this paragraph, be deemed to be a reference to such Subsidiary Guarantor's knowledge. Each Subsidiary Guarantor agrees that the foregoing representations and warranties shall be deemed to have been made by such Subsidiary Guarantor on the date of each borrowing by the Borrower, and on the date of issuance of each Letter of Credit, under the Credit Agreement on and as of such date of borrowing or issuance as though made hereunder on and as of such date (or, if stated to relate to an earlier date, as of such earlier date).
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XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xx the Second Amendment Signing Date and on the Effective Date, each Senior Secured Creditor party hereto represents and warrants to the other Senior Secured Creditors Party hereto that: 33.7.1 it is duly organised and validly existing under the laws of the jurisdiction in which it is incorporated; 33.7.2 it has power to enter into and has duly authorised the execution, delivery and performance of this Agreement; 33.7.3 the obligations expressed to be assumed by it hereunder are legal and valid obligations binding on it and enforceable against it in accordance with the terms hereof; and 33.7.4 it is not the beneficiary of any Liens in respect of any Financial Indebtedness owed to it by the Company other than under the Senior Finance Documents.
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XXXXXXXXXXXXXXX XXX XXXXXXXXXX. The Company represents and warrants to each Purchaser as follows:
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XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Each of the representations and warranties set forth in: (i) Section 5.1(a) (Organization, Good Standing and Qualification), Section 5.3 (Corporate Authority; Approval and Fairness), Section 5.4(b)(i) (No Violations), Section 5.10(b) (Absence of Certain Changes), Section 5.21 (Takeover Statutes) and Section 5.22 (Brokers and Finders) shall be true and correct in all respects as of the consummation of the Offer as though made as of the consummation of the Offer (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct in all respects as of such particular date or period of time); (ii) Sections 5.2(a), 5.2(b) and 5.2(h) (Capital Structure) shall be true and correct as of the Capitalization Date, except for inaccuracies that are de minimis in the aggregate; (iii) Section 5.7 (Disclosure Controls and Procedures and Internal Control Over Financial Reporting) and Section 5.8 (
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XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xxxx, Xxxxxxxe and Complete. None of the representations, warranties or statements made to the Secured Party pursuant hereto or in connection with this Agreement or the transactions contemplated hereby contains any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances in which they are made, not misleading.
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Related to XXXXXXXXXXXXXXX XXX XXXXXXXXXX

  • Xxxxxxxx Xxxxxxxxx Xx xxxvided for in the Agreement and Declaration of Trust of the various Funds, under which the Funds are organized as unincorporated trusts, the shareholders, trustees, officers, employees and other agents of the Fund shall not personally be found by or liable for the matters set forth hereto, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder.

  • Xxxxxxxx Xxxxxxxx obligation to pay compensation to PaineWebber as agreed upon pursuant to this paragraph 4 is not contingent upon receipt by Xxxxxxxx Xxxxxxxx of any compensation from the Fund or Series. Xxxxxxxx Xxxxxxxx shall advise the Board of any agreements or revised agreements as to compensation to be paid by Xxxxxxxx Xxxxxxxx to PaineWebber at their first regular meeting held after such agreement but shall not be required to obtain prior approval for such agreements from the Board.

  • Xxxxxxx Xxxxxxxxx This Lot may contain Bundles which include Hardware and/or Software in combination with Cloud Services. All components of the Bundle must be within the overall scope of this Contract. The Hardware or Software Products included in the Bundle cannot be listed as stand-alone items for this Lot. Third Party Products are allowed as part of a Bundle only if they are required to facilitate the provision of the Cloud solution. Contractor is responsible for providing physical and logical security for all Data, infrastructure (e.g. hardware, networking components, physical devices), and software related to the services the Contractor is providing under the Authorized User Agreement. All Data security provisions agreed to by the Authorized User and Contractor within the Authorized User Agreement may not be diminished for the duration of the Authorized User Agreement. No reduction in these conditions in any fashion may occur at any time without prior written agreement by the parties amending the Authorized User Agreement.

  • Xxxxxx Xxxxxxxxxx Name: D. Xxxxxx Xxxxxxxxxx Title: President and CEO

  • Xxxxxxxxx, Xx Xxxxxxx X. Xxxxxxxxx, Xx., Chief Executive Officer KBSIII 0000 XXXX XXXXXX XXXXX, LLC, a Delaware limited liability company By: KBSIII REIT ACQUISITION IV, LLC, a Delaware limited liability company, its sole member By: KBS REIT PROPERTIES III, LLC, a Delaware limited liability company, its sole member By: KBS LIMITED PARTNERSHIP III, a Delaware limited partnership, its sole member By: KBS REAL ESTATE INVESTMENT TRUST III, INC., a Maryland corporation, its general partner

  • Xxxxxxxxx Xxxxxx i. An employer shall provide an employee at the time of his hiring with an inventory form on which the employee shall list his tools and which shall be submitted by the employee to the employer who may, at any time, check the accuracy of such inventory. ii. The employee shall provide the vouchers needed to determine the value of such tools. iii. Following a fire or break-in, the employer shall compensate the employee or shall supply replacement tools or clothes of equal value for any real loss in relation to his tools or clothes. In the case of failure to comply with Paragraph i. hereof, the employer shall compensate the employee based on the claim submitted by the employee.

  • Xxxxxxxx Xxxxxxx Purchase Order and Sales Contact Email 2 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • Xxxxx Xxxxxxxxxx Secondary Contact Title Secondary Contact Email Secondary Contact Phone 5 Secondary Contact Fax Secondary Contact Mobile 1 Administration Fee Contact Name

  • Xxxxxxxxxx Xxxxx Xxx xxxx xxx xxxxxxx xx the registered agent of the LLC for service of process on the LLC in the State of Delaware is National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover, Delaware 19901.

  • Xxxxxx Xxxxxxxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

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