Representations and Warranties And Sample Clauses

Representations and Warranties And. COVENANTS OF THE COMPANY 23 SECTION 8.01. Good Standing of the Company 23 SECTION 8.02. Capitalization 23 SECTION 8.03. Authorization of Agreement 23 SECTION 8.04. No Defaults or Conflicts 23 SECTION 8.05. No Impairment 24 ARTICLE IX MISCELLANEOUS 24 SECTION 9.01. (a) Amendment 24 SECTION 9.02. Notices and Demands to the Company and Warrant Agent 25 SECTION 9.03. Addresses for Notices to Parties and for Transmission of Documents 25 SECTION 9.04. Notices to Holders of Class C Warrants 26 SECTION 9.05. Applicable Law 26 SECTION 9.06. Persons Having Rights Under Agreement 26 SECTION 9.07. Headings 26 SECTION 9.08. Counterparts 26 SECTION 9.09. Inspection of Agreement 27 [Signature Page follows] 27 EXHIBITS EXHIBIT A - Form of Class C Warrant Certificate SCHEDULE SCHEDULE 8.02 - Capitalization of the Company -iii- CLASS C WARRANT AGREEMENT THIS CLASS C WARRANT AGREEMENT (this "Agreement") is made and entered into as of December , 2002 by and between eLot, Inc., a Delaware corporation (the "Company") and The Bank of New York, as warrant agent (together with any successor Warrant Agent, the "Warrant Agent"). Capitalized terms used and not otherwise defined herein, shall have the meanings ascribed them in the Plan (as hereinafter defined).
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Representations and Warranties And. COVENANTS OF DEBTOR -------------------
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Representations and Warranties And. COVENANTS OF SPOUSE ------------------- Spouse hereby severally represents and warrants and covenants to Parent as follows:
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Representations and Warranties And 
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Related to Representations and Warranties And

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • 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 and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

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

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

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

  • Representations and Warranties of Client Client represents and warrants that:

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