Representations and Warranties and Agreements. The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:
(a) Each Fund is a “Qualified Purchaser” within the meaning of Investment Company Act of 1940; and
(b) Each Fund is a “Qualified Eligible Person” as defined in CFTC Rule 4.7, and is either a member of, or exempt from any requirement to become a member of, the National Futures Association, and will maintain and renew such membership or exemption during the term of this Agreement. Further, the Adviser and the Sub-Adviser agree as follows:
(c) The Adviser acknowledges that the Sub-Adviser has been authorized to invest in derivatives for each Fund in accordance with each Fund’s investment objective and policies as stated in the Registration Statement. To the extent so authorized, the Adviser agrees that the Sub-Adviser, on a Fund’s behalf, and on such terms as the Sub-Adviser deems appropriate, with prior telephonic or email notice to and in consultation with the Adviser, may take any all such steps as may be required or permitted by the rules and regulations and/or by appropriate market practice to engage in derivatives transactions, including entering into ISDA agreements, clearing agreements, completing documentation, including documentation for clearing facilities, making representations and granting, and providing or executing counterparty documentation and account opening documentation on a Fund’s behalf, on such terms as the Sub-Adviser deems appropriate, in consultation with the Adviser.
(d) Further, subject to the limitations under the 1940 Act, the Adviser on request of the Sub-Adviser or the Sub-Adviser may, acting as agent on a Fund’s behalf, agree to a collateral mechanism with counterparties in the market and instruct the custodian to advance cash or securities as collateral to an account designated by the Fund’s custodian and counterparty, broker and/or futures commission merchant (“FCM”) (as applicable) to meet margin/collateral payments if and to the extent required by the rules of exchanges or markets on which such instruments are dealt or as may have been agreed in any master agreement or other contract with a counterparty, including with respect to agency MBS collateral. The Adviser authorizes the Sub-Adviser, to the extent required by regulatory agencies or market practice, to reveal its and/or a Fund’s identity and address to any counterparty, broker or FCM through which or with which financial derivatives and foreign exchange instruments are traded or cle...
Representations and Warranties and Agreements. Each Debtor --------------------------------------------- represents and warrants to, and covenants and agrees with, Agent and Lenders that:
(a) No Uniform Commercial Code financing statement (other than any which may have been filed on behalf of Agent for the benefit of Lenders or in connection with a Permitted Lien or which has been, or in connection with execution and delivery hereof is being, terminated) covering any of the Collateral is on file in any public office.
(b) Such Debtor has and will have a valid leasehold interest in all Collateral such Debtor leases which is material to the operation of such Debtor's business, and good and marketable title to all its other Collateral, real and personal, of any nature whatsoever (which, with respect to licenses, means that such Debtor is the lawful owner of its rights under licenses, except as otherwise noted in the Credit Agreement), free of all Security Interests whatsoever, other than the Security Interest created hereby and the Permitted Liens, with full power and authority to execute this Agreement, to perform such Debtor's obligations hereunder, and to subject the Collateral to the assignment and Security Interest created hereby.
(c) All of such Debtor's books and records are now located at the premises shown on SCHEDULE V hereto as the location of such Debtor's chief executive office, and all of such Debtor's Equipment, Inventory and other Goods (other than Goods in transit) are located at the location of such Debtor's chief executive office or at one or more of the other premises shown on SCHEDULE V hereto or at one or more of the premises shown on SCHEDULE VI hereto;
(d) Such Debtor shall provide Agent with a Landlord's Consent executed by the landlord under all leases covering the premises designated with an asterisk on SCHEDULE V hereto.
(e) All information with respect to the Collateral and the Account Debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by or on behalf of such Debtor to Agent, and all other information heretofore or hereafter furnished by or on behalf of such Debtor to Agent, is and will be true, correct and complete in all material respects as of the date furnished and does not and will not omit any material fact necessary to make the statements not misleading.
(f) Such Debtor will at all times maintain its chief executive office as identified in SCHEDULE V hereto (or as relocated by such Debtor with notice to Agent as ...
Representations and Warranties and Agreements. (a) Representations and warranties and agreements by the Buyer with respect to Initial Purchases and Future Purchases, which shall survive the purchase of Receivables by the Buyer:
(i) The Buyer represents and warrants that it is duly organized and validly existing under the laws of the State of Delaware and that it: (i) has procured all licenses, permits and consents required by law to entitle the Buyer to enter into and perform this Agreement; and (ii) will take all action necessary to keep such licenses, permits and consents in full force and effect during the term of this Agreement.
(ii) The Buyer represents and warrants that the execution and delivery by Buyer of this Agreement and any other document or instrument delivered by Buyer pursuant thereto to which Buyer is a party and the consummation by Buyer of the transactions provided for in this Agreement have been duly authorized by Buyer by all necessary action on the part of Buyer.
(iii) The Buyer represents and warrants that the execution and delivery by Buyer of this Agreement, the performance by Buyer of the transactions contemplated by this Agreement and the fulfillment by Buyer of the terms of this Agreement applicable to Buyer, will not conflict with or violate any requirements of law applicable to Buyer or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which Buyer is a party or by which it or its properties are bound.
(iv) The Buyer represents and warrants that there are no judicial or administrative proceedings pending or to its best knowledge threatened against it before any Governmental Authority (a) asserting the invalidity of this Agreement, (ii) seeking any determination or ruling that, in its reasonable judgment, would materially and adversely affect the performance by Buyer of its obligations under this Agreement, (iii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (iv) seeking any determination or ruling that, in the reasonable judgment of Buyer, would materially and adversely affect the validity or enforceability of this Agreement.
(v) The Buyer represents and warrants that this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceab...
Representations and Warranties and Agreements. Each of the undersigned hereby represents and warrants to, and agrees with, the Initial Purchasers that it has all the requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Joinder Agreement and that the consummation of the transactions contemplated hereby has been duly and validly authorized and that when this Joinder Agreement is executed and delivered, it will constitute a valid and legally binding agreement enforceable against each of the undersigned in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law).
Representations and Warranties and Agreements. (a) Employee represents to Company that Employee has the knowledge and skills required to undertake all Services.
(b) Employee represents that Employee has executed no prior non-competition, non-disclosure or confidentiality agreements that would in any way interfere with his work for Company. The Employee represents that the Employee’s performance of all of the terms of this Agreement and as a Employee of the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by the Employee in confidence or in trust prior to the Employee’s engagement or employment by the Company. The Employee represents that the Employee has not entered into, and agrees not to enter into, any agreement either oral or written in conflict with this Agreement.
(c) The Employee represents that the Employee has not brought and will not bring with the Employee to the Company, or use in the performance of the Employee’s responsibilities for Company, any materials or documents of a former employer or third party which are not generally available to the public, unless the Employee has obtained written authorization from the former employer or other owner for their possession and use and provided the Company with a copy of such authorization.
(d) The Employee understands that during the Employee’s engagement for the Company, the Employee is not to breach any obligation of confidentiality that the Employee has to a former employer or any other person or entity.
(e) Employee agrees not to disclose to Company or induce Company to use any confidential or proprietary information belonging to any of the Employee's previous or present employers or others.
(f) Employee agrees that Employee will disclose the participation of any other person in any of Employee's work for Company.
Representations and Warranties and Agreements. Each of the undersigned hereby represents and warrants to and agrees with the Initial Purchasers that (i) the representations and warranties set forth in the Purchase Agreement applicable to such party are true and correct on and as of the date hereof with the same force and effect as if such representations and warranties had been made as of the time of the first sale of the Notes by the Initial Purchasers to subsequent purchasers and on and as of the Closing Date (except that representations and warranties made as of a particular date were true and correct on and as of such particular date) and (ii) as of the date hereof, such party is not an open-ended investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.
Representations and Warranties and Agreements. Each of the undersigned hereby represents and warrants to, and agrees with, the Initial Purchasers that it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Joinder Agreement and the consummation of the transaction contemplated hereby has been duly and validly taken and that when this Joinder Agreement is executed and delivered, it will constitute a valid and legally binding agreement enforceable against each of the undersigned in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.
Representations and Warranties and Agreements. Each of the undersigned signatory parties hereby represents and warrants to, and agrees with, the Initial Purchasers that it has all the requisite corporate or limited liability company power and authority, as the case may be, to execute, deliver and perform its obligations under this Joinder Agreement and to consummate the transactions contemplated hereby and that when this Joinder Agreement is executed and delivered by the parties hereto, it will constitute a valid and legally binding agreement enforceable against the Company or such BWAY Guarantor, as applicable, in accordance with its terms, except as the enforcement hereof may be limited by (i) bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors, (ii) general equitable principles and (iii) as to rights of indemnification and contribution, by applicable laws or principles of public policy.
Representations and Warranties and Agreements. The undersigned hereby represents and warrants to and agrees with the Initial Purchasers that (i) it has all the requisite corporate, limited liability company or other organizational power and authority to execute, deliver and perform its obligations under this Joinder Agreement, (ii) this Joinder Agreement has been duly authorized, executed and delivered and the consummation of the transaction contemplated hereby has been duly and validly authorized, (iii) this Joinder Agreement constitutes a valid and legally binding agreement of the undersigned, enforceable against it in accordance with its terms, except the enforcement thereof may be limited by the Enforceability Exceptions, and (iv) the representations, warranties, covenants and agreements set forth in Sections 3 and 4 of the Purchase Agreement are true and correct on and as of the date hereof.
Representations and Warranties and Agreements. The Company represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(i) hereof, as of the Closing Time referred to in Section 2(b) hereof, and agrees with the Underwriter, as follows:
