Examples of FMC Parties in a sentence
The FMC Parties hereby jointly and severally make the following representations and warranties to Assignee, which representations and warranties Assignee shall be deemed to have relied upon in accepting the assignments to Assignee described in Section 2.
Each of the FMC Parties shall have delivered to Assignee a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation.
Legal counsel to Assignor shall have delivered to the FMC Parties and to Assignee a legal opinion requested by the FMC Parties, such opinion in form and substance reasonably satisfactory to the FMC Parties and their accountants with respect to the “true sale” of the Asset Services Agreement and each of the Structuring Advisory Agreements.
Except as expressly set forth in this Section 4, neither of the FMC Parties nor any other Person makes any representation or warranty, express or implied, at law or in equity, in respect of the Asset Services Agreement, the Advisory Fee payable thereunder, any Structuring Advisory Agreements or any Structuring Advisory Fees payable thereunder, the NCSLT Trusts or any of their respective assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed.
The representations and warranties of the FMC Parties in Section 4 herein, the representations and warranties of Assignee in Section 5 herein and the covenants of the parties in Section 6 herein shall survive the Closing Date and consummation of the transactions described in this Agreement to the extent and for the periods set forth in this Agreement.
The representations and warranties of each of the FMC Parties contained in Section 4 shall be true and correct on the Closing Date, and each of the FMC Parties shall have performed on or prior to the Closing Date all obligations to be performed by such FMC Party under this Agreement on or prior to the Closing Date.
Legal counsel to the FMC Parties shall have delivered legal opinions as reasonably requested by Assignee, such opinions in form and substance reasonably satisfactory to Assignee and its counsel including opinions as to the due authorization, execution and delivery of the documents, non-contravention of the documents with any other agreements or constituent documents of either of the FMC Parties and the enforceability of the documents against each of the FMC Parties.
Legal counsel to Assignee shall have delivered legal opinions as reasonably requested by the FMC Parties, such opinions in form and substance reasonably satisfactory to the FMC Parties and their counsel, including opinions as to the due authorization, execution and delivery of the transaction documents, non-contravention of the transaction documents with any other agreements or constituent documents of Assignee and the enforceability of the transaction documents against Assignee.
Each of the FMC Parties shall have delivered to Assignee a certificate, signed by the Secretary thereof, certifying as to (i) its certificate of incorporation, (ii) its bylaws, (iii) resolutions authorizing its performance of the transactions contemplated hereby and (iv) incumbency of certain of its officers, and attaching such documents thereto.
Assignee shall not have any obligation whatsoever under this Agreement to indemnify, defend or hold harmless the FMC Parties against any Adverse Consequences resulting from a breach by either of the VCG Parties of any of their respective representations, warranties or covenants contained in Section 4 herein or their respective covenants contained in this Section 5.