REPRESENTATIONS AND WARRANTIES 20 Sample Clauses

REPRESENTATIONS AND WARRANTIES 20. Section 7.1 Representations, Warranties and Covenants of the Development Owner 20 Section 7.2 Covenants of Construction Completion 25 Section 7.3 Cost Certification 26 ARTICLE VIII RESERVE ACCOUNTS 26 Section 8.1 Replacement Reserve 26 Section 8.2 Funding of Reserve Accounts 27
Sample 1
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REPRESENTATIONS AND WARRANTIES 20. 4.1 Corporate Existence; Compliance with Law 20 4.2 Executive Offices; FEIN 20 4.3 Corporate Power, Authorization, Enforceable Obligations 20 4.4 Financial Statements 21 4.5 Material Adverse Effect 21 4.6 Ownership of Property; Liens 21 4.7 Labor Matters 22 4.8 Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness 22 4.9 Government Regulation 23 4.10 Margin Regulations 23 4.11 Taxes 23 4.12 ERISA 24 4.13 No Litigation 24 4.14 Brokers 24 4.15 Intellectual Property 24 4.16 Full Disclosure 25 4.17 Environmental Matters 25 4.18 Insurance 25 4.19 Deposit and Disbursement Accounts 25 4.20 Government Contracts 26 4.21 Customer and Trade Relations 26 4.22 Reserved 26 4.23 Solvency 26 4.24 Reserved 26 4.25 Reserved 26 4.26 Reserved 26 4.27 Foreign Assets Control Regulations, Etc. 26 4.28 SEC Filings 27
Sample 1
REPRESENTATIONS AND WARRANTIES 20. Section 4.01. Representations and Warranties of the Seller Relating to the Seller 20 Section 4.02. Representations and Warranties of the Seller Relating to the Agreement and the Receivables 21 Section 4.03. Representations and Warranties of TRS 23 ARTICLE V COVENANTS 25 Section 5.01. Covenants of the Seller 25 Section 5.02. Records 27 ARTICLE VI REPURCHASE OBLIGATION 28 Section 6.01. Reassignment of Ineligible Receivables 28 Section 6.02. Reassignment of Other Receivables 28 ARTICLE VII CONDITIONS PRECEDENT 30 Section 7.01. Conditions to TRS’s Obligations Regarding Initial Receivables 30 Section 7.02. Conditions Precedent to the Seller’s Obligations 30 ARTICLE VIII TERM AND PURCHASE TERMINATION 32 Section 8.01. Term 32 Section 8.02. Purchase Termination 32 ARTICLE IX MISCELLANEOUS PROVISIONS 33 Section 9.01. Amendment 33 TABLE OF CONTENTS (continued) Page Section 9.02. Governing Law 33 Section 9.03. Notices 33 Section 9.04. Severability of Provisions 34 Section 9.05. Assignment 34 Section 9.06. Acknowledgement and Agreement of the Seller 34 Section 9.07. Further Assurances 34 Section 9.08. No Waiver; Cumulative Remedies 35 Section 9.09. Counterparts 35 Section 9.10. Binding; Third-Party Beneficiaries 35 Section 9.11. Merger and Integration 35 Section 9.12. Headings 35 Section 9.13. Schedules and Exhibits 35 Section 9.14. Survival of Representations and Warranties 35 Section 9.15. Nonpetition Covenant 36 EXHIBIT A FORM OF AGGREGATE ADDITION ACCOUNT SUPPLEMENTAL CONVEYANCE A-1 EXHIBIT B FORM OF SUPPLEMENTAL CONVEYANCE FOR NEW ACCOUNTS B-1 SCHEDULE 1 LIST OF ACCOUNTS S-1 AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of April 1, 2018, by and between AMERICAN EXPRESS NATIONAL BANK, a national banking association (together with its successors and assigns, “AENB”), as seller, and AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New York corporation (together with its successors and assigns, “TRS”), as purchaser.
Sample 1
REPRESENTATIONS AND WARRANTIES 20. 1 The Contractor represents and warrant that: 20.1.1 The Contractor is a company duly organized, validly existing and in good standing under the jurisdiction of its incorporation. The Contractor has full power, authority and legal right to execute and deliver and perform its obligations under this Contract. This Contract has been duly executed by its legal representative and constitutes a legal, valid and binding obligation of the Contractor, enforceable in accordance with its terms except to the extent that such enforcement may be limited by any Bankruptcy Event, agreement of creditors, insolvency, moratorium or similar laws affecting generally the enforcement of lenders rights; 20.1.2 The execution and delivery of, and performance by, the Contractor of its obligations under this Contract are not in violation of, or in conflict with, any provision of the Contractor's organizational or authorizing documents, and do not constitute a default under any contracts, agreements or other instruments to which the Contractor is a party or by which it is bound, and are not in violation of, or in conflict with, any term or provision of any law applicable to it; 20.1.3 The Contractor is not in default under any loan agreement, mortgage, deed of trust, indenture executed by it or any other agreement evidencing indebtedness to which it is a party or by which it or its property is bound or affected to the lenders; 20.1.4 There is no legal action, suit, proceeding, inquiry or investigation against the Contractor before or by any Government Agency or such other relevant authority as per laws applicable to it, of which the Contractor has received legal notice or of which it has otherwise become aware, that could adversely affect its ability to comply with its obligations under this Contract; 20.1.5 The Contractor has reviewed or examined and has the requisite knowledge and understanding with respect to the Site, the Technical Specifications including its obligations under this Contract, Directives, Local Laws, applicable municipal boundary and its rules/laws , the rules of the applicable electricity transmission & distribution supply system in effect as of the Effective Date, local PWD rules, water drawl and discharge rules/laws and all other factors and conditions affecting the performance of the Contractor's obligations under this Contract (including labour conditions in Tripura) and accepts the same and agrees that the Site, the battery limits and such specifications, inf...
Sample 1
REPRESENTATIONS AND WARRANTIES 20. Section 5.1 Borrower's Representations 21 Section 5.2 Warranty of Title. 21 Section 5.3 Status of Property 21 Section 5.4 No Foreign Person 22 Section 5.5 Separate Tax Lot 22
Sample 1
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Related to REPRESENTATIONS AND WARRANTIES 20

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer that:

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties by You You represent and warrant that:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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