Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
Representations and Warranties of All Parties. Each of the Parties to this Agreement hereby represents and warrants severally as to itself as follows:
Representations and Warranties of All Parties. The Administrative Agent and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, if requested to do so by the Administrative Agent, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.
Representations and Warranties of All Parties. Each Party to this Agreement represents and warrants to the other Parties that (1) it is free to enter into this Agreement; (2) in so doing, it will not violate any other agreement to which it is a party; and (3) it has taken all action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
Representations and Warranties of All Parties. Each of the Parties hereto hereby represents and warrants to the others on the date hereof as follows:
Representations and Warranties of All Parties. Each party hereto represents and warrants that (a) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (b) this Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (c) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution or delivery by such Person of this Amendment.
Representations and Warranties of All Parties. Each Party hereby represents and warrants to the other as follows:
Representations and Warranties of All Parties. The Parties represent and warrant:
(a) each Party has the legal right, capacity and authority to enter into this Agreement;
(b) each Party has taken all necessary corporate and legal actions, as applicable, to duly approve the making and performance of this Agreement;
(c) this Agreement has been validly executed and delivered by the Party and constitutes a valid and binding obligation, enforceable against the Party in accordance with the terms hereof;
(d) neither the execution nor performance of this Agreement by such Party constitutes or will constitute a violation or breach of such Party’s charter or bylaws (or comparable documents, as applicable);
(e) neither the execution nor the performance of this Agreement will constitute a violation or breach of any law, order, injunction, judgment, statute or regulation applicable to such Party or constitutes or will constitute a material default (or would, with the passage of time or the giving of notice, or both, constitute such a default) under any material contract, agreement or other instrument to which such Party is a party or by which it is bound;
(f) each Party has not relied upon any document, statement, representation, promise, inducement, understanding or information made or provided by any other Party or its representatives except as expressly set forth in this Agreement, and such Party has relied solely upon its own due diligence and independent judgment concerning this Agreement and the Party’s decision to enter into this Agreement;
(g) each Party has read this Agreement and fully understands all of its terms, covenants, conditions, provisions and obligations;
(h) the language, terms, conditions and provisions of this Agreement are the result of negotiations between the parties;
(i) each Party specifically acknowledges that this Agreement shall not be subject to any claim of mistake of fact, that it expresses a full and complete settlement between the Parties, and that regardless of the adequacy or inadequacy of the consideration described herein, this Agreement is intended to avoid litigation and to be a final and complete settlement of claims and obligations between the Parties described herein as covered by this Agreement;
(j) each Party has not assigned or transferred any Claim or interest in any Claim that is the subject of the releases in this Agreement; and
(k) each Party is not presently aware of any other Claim it has against any other party arising from or relating to the facts alleged in t...
Representations and Warranties of All Parties. Each Party hereby represents and warrants to each other Party as of the Effective Date and the Document Closing Date as follows (unless another date is specified, in which case such Party so represents and warrants only as of such date), except as set forth in the applicable disclosure schedule that corresponds to the subsection of this Section 3.1; provided that any matter disclosed in any disclosure schedules shall be deemed disclosed for purposes of all representations and warranties under this Participation Agreement to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other Sections.
Representations and Warranties of All Parties. 7.1 The Seller and the Purchaser confirm that from the Signing Date this Contract shall be a document having legal binding effect on all Parties.
7.2 At the time of signing this Contract, the Seller and the Purchaser state that the documents and information provided to any other Party or their agencies (including without limitation to the lawyers, appraiser, financial consultants, etc.) prior to the Signing Date shall remain effective and confirm that where there are discrepancies therein with the terms of this Contract, this Contract shall prevail.
7.3 The Seller and the Purchaser hereby agree that the contracts or documents pertaining to the assets transfer entered into between all Parties prior to this Contract shall lapse automatically upon this Contract coming into effect.
7.4 All rights and obligations enjoyed or assumed previously by Xxx Xxxxxx over the Transferred Assets shall be entirely transferred to the Purchaser after the Closing date. Chapater IV Disclosures, Representations and Warranties of the Seller
