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 B 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 B Warrant Certificate SCHEDULE SCHEDULE 8.02 - Capitalization of the Company -iii- CLASS B WARRANT AGREEMENT THIS CLASS B 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).
Representations and Warranties And. COVENANTS OF SPOUSE ------------------- Spouse hereby severally represents and warrants and covenants to Parent as follows:
Representations and Warranties And. COVENANTS OF DEBTOR -------------------
Representations and Warranties And 

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 EACH GERMAN BORROWING SUBSIDIARY -------------------------------- Each German Borrowing Subsidiary which is a party hereto or which becomes a party hereto after the Effective Date represents and warrants to the Lenders as provided in this Article V-C that: -----------

  • Representations and Warranties and Covenants Each of (i) the representations and warranties of each Purchaser contained in Section 4.1, Section 4.2, Section 4.3, and Section 4.12 in this Agreement 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), and (ii) the other representations and warranties of each Purchaser contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality”, shall be true and correct at and as of the date of this Agreement and 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 on the ability of such Purchaser to consummate the transactions contemplated by this Agreement. Each Purchaser shall have complied in all material respects with all of its obligations under this Agreement. Each Purchaser shall have provided to the Company a certificate delivered by an executive officer of the managing member of such Purchaser, acting in his or her official capacity on behalf of such Purchaser, to the effect that the conditions in this clause (c) have been satisfied as of the 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 ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • REPRESENTATIONS AND WARRANTIES OF THE Company The Company represents and warrants to the Trust that: (1) It is a business trust duly organized and existing and in good standing under the laws of the State of Delaware. (2) It is duly qualified to carry on its business in the State of Delaware. (3) It is empowered under applicable laws and by its charter and by- laws to enter into and perform this Agreement. (4) All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement. (5) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. (6) It is in compliance with federal securities law requirements and in good standing as a transfer agent. B.

  • Representations and Warranties of the Vendor The Vendor represents and warrants to the Purchaser that: