Ongoing Representations Sample Clauses

Ongoing Representations. The representations contained in this Section 2.2 shall be deemed to be repeated upon each investment by the Fund in the Portfolio.
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Ongoing Representations. On the Purchase Date for each Transaction and on each day that a Purchased Asset remains subject to this Agreement, the Seller shall be deemed to restate and make each of the representations and warranties made by it in this Section 4.1 of this Agreement.
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Ongoing Representations. On the Purchase Date for each Transaction and on each day that a Purchased Asset remains subject to this Repurchase Agreement, the Seller shall be deemed to restate and make each of the representations and warranties made by it in this Paragraph 10 of this Repurchase Agreement.
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Ongoing Representations. Except as otherwise provided herein, until the termination of this Agreement, the Vendor agrees and warrants:
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Ongoing Representations. Each time a Service is used, the Customer implicitly represents, warrants, covenants, and agrees that:
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Ongoing Representations. During the term of this Agreement, Licensor hereby makes the representations and warranties regarding the Licensed IP Rights as set forth in Section 2.9 of the Merger Agreement. Licensor shall immediately notify Catcher in writing if there is a breach of any such representation or warranty.
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Ongoing Representations. Each time a Service is used, the Customer implicitly represents, warrants, covenants, and agrees that: (i) this Agreement is and remains in full force and effect as a binding and enforceable agreement between Royal Bank and the Customer; (ii) the Customer, each of its Documents, and each use of the Services complies with this Agreement, Applicable Laws, its constating documents, and any by-laws, resolutions, or other applicable obligations; (iii) the Customer, each of its Documents, and each use of the Services complies with Royal Bank’s policies, procedures, and guidelines which may be more rigorous than Applicable Laws, to the extent the Customer has notice of such policies, procedures, and guidelines; (iv) it has all licences, authorizations, consents, and approvals required under Applicable Laws, including the Bank Act (Canada), its constating documents, and any by-laws, resolutions, or other applicable obligations, including to enter into and perform its obligations under this Agreement, each of its Documents, and in connection with each use of the Services; (v) the entering into and performance of this Agreement, each of its Documents, and each use of the Services are within its powers, have been duly authorized by all necessary actions, and do not and will not conflict with any Applicable Laws, its constating documents, or any by-laws, resolutions, or other applicable obligations; (vi) the Customer and each Person using a Service on the Customer’s behalf, including each Person specified in an Authorization Form and the Person’s delegates, possess the necessary signing authority and other power and authority to bind the Customer or other Person if the Services are being used by, for, or on behalf of the other Person in accordance with Section 2.2; (vii) the Customer is a business duly organized, validly existing, duly qualified, and in good standing under Applicable Laws, including in the jurisdiction of its organization and in each jurisdiction where the Customer carries on business; (viii) any business name or trade name identified in this Agreement is solely owned by the Customer, and the Customer has all necessary rights, powers, and authorities for any use of a business name or trade name in connection with the Services; and (ix) all information in this Agreement and any other Document provided to Royal Bank from time to time in connection with this Agreement or the Services , including regarding the Customer's ownership, control, and structure ...
Sample 1
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Related to Ongoing Representations

  • Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Continuing Representations and Warranties The Borrower represents and warrants to the Bank that:

  • Specified Representations Each of the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been so true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date.

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

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