Representation and Warranties Clause Samples
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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. 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. 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. To induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Administrative Agent and each Lender that:
(i) As of the First Amendment Effective Date, and after giving effect to this Amendment, each of the representations and warranties made by the Borrowers in or pursuant to the Credit Documents is true and correct in all material respects as if made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a specific date shall be required to be true and correct in all material respects only as of such specified date); provided, that any such representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(ii) No Default or Event of Default has occurred and is continuing immediately prior to and after giving effect to this Amendment.
(iii) It has the requisite corporate power and authority to execute, deliver and perform this Amendment and to incur the obligations herein provided for and is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Amendment.
(iv) This Amendment has been duly executed and delivered and constitutes a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.
(v) Neither the execution and delivery of this Amendment and the consummation of the transactions contemplated herein, nor the performance of and compliance with the terms and provisions hereof by such Borrower will (a) violate or conflict with any provision of its articles of incorporation or bylaws, (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which could have a Material Adverse Effe...
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;