Mutual Representations definition

Mutual Representations. Each of Deutsche and Counterparty represents and warrants to, and agrees with, the other party that:
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Mutual Representations. Each of Dealer and Counterparty represents and warrants to, and agrees with, the other party that:
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Mutual Representations. Each party represents to the other that: (a) it is a corporation (or limited partnership in the case of Purchaser) duly organized, validly existing and in good standing under the laws of the State of its incorporation or formation, and is duly qualified to do business in the States in which the Interests are located; (b) it has all authority necessary to enter into this Agreement and to perform all its obligations hereunder; (c) its execution, delivery and performance of this Agreement and the transactions contemplated hereby will not: (1) violate or conflict with any provision of its Certificate of Incorporation, ByLaws, limited partnership agreement or other governing documents; (ii) result in the breach of any term or condition of, or constitute a default or cause the acceleration of any obligation under, any agreement or instrument to which it is a party or by which it is bound; or (iii) violate or conflict with any applicable judgment, decree, order, permit, law, rule or regulation; (d) this Agreement has been duly executed and delivered on its behalf, and at the Closing all documents and instruments required hereunder will have been duly executed and delivered. This Agreement, and all such documents and instruments shall constitute legal, valid and binding obligations enforceable in accordance with their respective terms, except to the extent enforceability may be affected by bankruptcy, reorganization, insolvency or similar laws affecting creditors' rights generally; and (e) it has been represented by legal counsel of its own selection who has reviewed this Agreement.
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Examples of Mutual Representations in a sentence

  • The purpose and general import of the Mutual Representations and Warranties, are that each party has made appropriate full disclosure to the others, that no material information has been withheld, and that the information exchanged is accurate, true and correct.

  • The purpose and general import of the Mutual Representations and Warranties are that each Party has made appropriate full disclosure to the others, that no material information has been withheld, and that the information exchanged is accurate, true and correct.

  • The purpose and general import of the Mutual Representations and Warranties are that each party has made appropriate full disclosure to the others, that no material information has been withheld, and that the information exchanged is accurate, true and correct.

  • The provisions of Sections 2.3 (Customer Engagement, Billing and Order Processing) through 2.11 (Other Services), 3.1 (Revenue Share), 5 (Other Covenants), 7 (Regulatory Matters) and 10.1 (Mutual Representations and Warranties) will survive and continue after termination of this Agreement for the full duration of any Customer Agreement, but in each case solely with respect to any such continuing Customer Agreement.

  • The provisions of Section 9.1 (Mutual Representations and Warranties) of the License Agreement are incorporated herein by reference as if fully set forth herein.

  • The provisions of Section 9.1 (Mutual Representations and Warranties) and Section 9.2 (CyDex Representation) of the Commercial License Agreement are incorporated herein by reference as if fully set forth herein, with references therein to “this Agreement” being understood to refer to this Supply Agreement rather than to the Commercial License Agreement.

  • The application has no impact to the opening retained profits at 1 April 2020.

  • To the extent that any development, testing, implementation or maintenance of any CI Services requires the assistance, cooperation and consent of DHL, DHL agrees to use its best efforts to provide such assistance, cooperation or consent on a timely basis.6.1 Mutual Representations and Warranties.

  • Section 11.1 Mutual Representations, Warranties and Covenants 59 Section 11.2 Additional Representations and Warranties of Codiak 62 Section 11.3 Codiak’s Representations and Warranties Regarding Proposed Codiak Platform Additions 65 Section 11.4 Additional Covenants of Codiak 65 Section 11.5 DISCLAIMER OF WARRANTIES 66 Article 12.

  • The purpose and general import of the Mutual Representations and Warranties are that each party has made appropriate full disclosure to the others, that no material information has been withheld, and that the information exchanged is or shall be accurate, true and correct.


More Definitions of Mutual Representations

Mutual Representations. Each party represents to the other that: (a) As to EEX Corporation and W&T Offshore, Inc. it is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation, and is duly qualified to do business in the States in which the Interests are located; and as to EEX E&P Company, L.P., it is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business in such states in which Interests are owned by it are located. (b) it has authority necessary to enter into this Agreement and to perform all its obligations hereunder; (c) its execution, delivery and performance of this Agreement and the transactions contemplated hereby will not: (1) violate or conflict with any provision of its Certificate of Incorporation, Certificate of Limited Partnership, ByLaws or other governing documents; (ii) result in the breach of any term or condition of, or constitute a default or cause the acceleration of any obligation under, any agreement or instrument to which it is a party or by which it is bound; or (iii) violate or conflict with any applicable judgment, decree, order, permit, law, rule or regulation; (d) this Agreement has been duly executed and delivered on its behalf, and at the Closing all documents and instruments required hereunder will have been duly executed and delivered. This Agreement, and all such documents and instruments shall constitute legal, valid and binding obligations enforceable in accordance with their respective terms; and (e) it has been represented by legal counsel of its own selection who has reviewed this Agreement.
Sample 1
Mutual Representations. Each party to this Agreement represents to the other Party that, at all times during the term and at such other times as may be indicated, it shall comply with, and as applicable, shall require its directors, officers and employees to comply with its duties and obligations pursuant to applicable law and this Agreement, including but not limited to duties and obligations which survive the termination of this Agreement
Sample 1

Related to Mutual Representations

  • Special Representations has the meaning set forth in Section 8.1.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Additional Representation has the meaning specified in Section 3.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.