Representation and Warranties Clause Examples
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Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that:
(a) it is duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branch;
(b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement;
(c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof;
(d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement;
(e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and
(f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge th...
Representation and Warranties. The representations and warranties of Seller in Section 3 and of Purchaser in Section 4 shall be true and correct as of the Closing Date.
Representation and Warranties. Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.
Representation and Warranties. 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution date of this Agreement until the date this Agreement terminates,
(a) Lender is a company registered and validly existing under the laws of PRC;
(b) subject to its business scope, articles of association and other organizational documents, the Lender has full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement;
(c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party; and
(d) this Agreement shall constitute the legal, valid and binding obligations of the Lender, which is enforceable against the Lender in accordance with its terms upon its execution.
3.2 The Borrower hereby represents and warrants that, from the execution date of this Agreement until the date this Agreement terminates,
(a) the Borrower’s Company is a limited liability company registered and validly existing under the laws of PRC;
(b) Borrower has full right to execute and perform this Agreement;
(c) the execution and the performance of this Agreement shall not be against any enforceable and effective laws and regulations, governmental approval, authorization and notification, other government documents and any contracts executed with, or commitments made to, any third party;
(d) this Agreement shall constitute the legal and valid obligations of the Borrower, which is enforceable against the Borrower in accordance with its terms upon its execution;
(e) the Borrower has paid contribution in full for its equity in the Borrower’s Company in accordance with applicable laws and regulations and has acquired capital contribution verification report issued by the qualified accounting firm;
(f) the Borrower neither create pledge or any other security, nor make third party any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any third party to purchase Borrower’s equity, nor execute agreement with any third party to transfer Borrower’s equity, except the terms of the Equity Pledge Contract;
(g) there are no disputes and legal or other proceedings pending or threatened before any court, tribunal or other regulatory authority and involving the Borrower; and
(h) the Borrower’s Company has completed all governm...
Representation and Warranties. Wells Fargo hereby represents and warrants to the Trustee as f▇▇▇▇▇s:
Representation and Warranties. The representations and warranties of Borrower under this Agreement are true and correct in all material respects as of such date, as if then made (except to the extent that such representations and warranties related solely to an earlier date);
Representation and Warranties. A. FBS represents and warrants to the Standby Purchasers that FBS will only sell Shares to the Standby Purchasers if FBS is unable to sell Shares to Non-Restricted Persons at the Purchase Price pursuant to the Offering.
B. Each Standby Purchaser severally, and not jointly, represents and warrants with respect to such Standby Purchaser only, to FBS that:
(i) If such Standby Purchaser is an entity, such Standby Purchaser is a Delaware corporation, was duly formed and is validly existing and in good standing under the laws of its state of formation, with the power and authority to perform its obligations under this Agreement.
(ii) If such Standby Purchaser is an entity, the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation by such Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action of the Standby Purchaser. Regardless of whether such Standby Purchaser is an entity or natural person, this Agreement, when duly executed and delivered by FBS, will constitute a valid and legally binding instrument of such Standby Purchaser, enforceable against such Standby Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and to general equity principles.
(iii) Such Standby Purchaser is not insolvent and has sufficient cash on hand to purchase the Maximum Standby Purchase Commitment of Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. Such Standby Purchaser has, simultaneously with or prior to the execution and delivery of this Agreement, provided the Representatives with evidence or substantiation that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement. The foregoing evidence and substantiation is a true and accurate representation of such means.
(iv) Such Standby Purchaser has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with person or persons (other than FBS) with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or with...
Representation and Warranties. 3.1 Saba represents and warrants as follows:
(a) It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.
(b) It has the power and authority to execute, deliver and perform and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.
(c) This Agreement has been duly and validly authorized, executed and delivered by it and is enforceable against it in accordance with its terms.
(d) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, organizational document or provision of law applicable to it.
Representation and Warranties. Buyer represents and warrants as follows: If Buyer is not an individual:
(1) Buyer is duly formed, validly existing and in good standing under the laws of the state and commonwealth of its organization and is authorized to transact business in the State of Indiana;
(2) Buyer has full right, authority and power to enter into this Agreement, consummate the transactions contemplated herein and to perform its obligations hereunder and under those Closing Documents to which it is a party; (3) each of the persons executing this Agreement on behalf of Buyer is authorized to do so, and (4) this Agreement constitutes a valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms. The execution and delivery of this Agreement by Buyer does not, and the performance of Buyer’s obligations hereunder and under the Closing Documents to which it is a party will not, require the consent or approval of any governmental or public authority or any other person.
7.1 If the Property contains residential real estate, Buyer has received prior to the execution of this Agreement (in the form attached hereto as Rider) a Seller’s Residential Real Estate Disclosure Form if required by Ind. Code 32-21- 5-1 et seq. and a Lead Based Paint Disclosure. Each representation and warranty of Buyer set forth in this Agreement (whether or not set forth in this Section) shall be deemed to have been repeated by Buyer, at and as of the Closing Date with the same force and effect as if first made on and as of such date, and shall survive the Closing
Representation and Warranties. Any representation or warranty made or deemed to be made (i) by the Borrower, any Guarantor or any of their respective Subsidiaries (or any of their respective officers) in this Agreement or in any other Loan Document, or (ii) by the Borrower, any Guarantor or any of their respective Subsidiaries (or any of their respective officers) in connection with this Agreement or any other Loan Document, shall prove to have been incorrect in any material respect when made or deemed to be made;