Representations and Warranties and Certain Covenants Sample Clauses

Representations and Warranties and Certain Covenants. 1. Each of Contracting Party, Assignor and Agent hereby represents and warrants as of the date hereof that it is duly organized, validly existing, and in good standing under the laws of the commonwealth or state of its organization and is qualified and in good standing in each other jurisdiction where the failure to so qualify would have a material adverse effect upon its business or financial condition, and it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Consent.
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Representations and Warranties and Certain Covenants. 4 2.1 Representations and Warranties of each Stockholder.....................................4 2.2
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Representations and Warranties and Certain Covenants. 5.1 The Company and the Guarantors, jointly and severally, represent and warrant to and covenant and agree with the Initial Purchaser that:
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Representations and Warranties and Certain Covenants. 5 2.1 Representations and Warranties of MediaOne.....................5 2.2 Certain Acknowledgments of each Stockholder....................6 2.3 Representations and Warranties of the Issuer...................7
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Representations and Warranties and Certain Covenants. (a) Seller represents and warrants, and/or covenants, to Company that:
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Representations and Warranties and Certain Covenants. 2.1 Representations and Warranties of MediaOneTrust II. MediaOneTrust II represents and warrants to the Issuer with respect to itself and its ownership of itsthe Issuer Common Stock’s securities as follows:
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Representations and Warranties and Certain Covenants 
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Related to Representations and Warranties and Certain Covenants

  • Certain Covenants, Representations and Warranties of Client In connection with the Co-Managers’ activities hereunder, Client hereby represents, warrants, covenants, and agrees, as applicable, to each Co-Manager:

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

  • Representations and Warranties; No Defaults The following statements shall be true on the date of such Loan or Issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof:

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that:

  • Representations and Warranties; No Default On the Amendment Effective Date, after giving effect to the amendment of the Loan and Security Agreement contemplated hereby:

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

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • 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 Customer The Customer represents and warrants to the Transfer Agent that:

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