Representations and Warranties; Certificates. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Subscriber shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Subscriber, in the form attached hereto as Exhibit B. In addition, such Subscriber shall have received a certificate, executed by the Secretary or other applicable officer of the Company, dated as of the Closing Date, as to the resolutions consistent with Section 3.1(a) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Subscriber and the incumbency and specimen signature of each officer of the Company who may sign this Agreement and the other Transaction Documents, in the form attached hereto as Exhibit C.
Representations and Warranties; Certificates. The -------------------------------------------- representations and warranties of the Owner Participant, the Pass Through Trustee, the Trust Company, the Owner Trust, and the Indenture Trustee contained in Sections 7, 8, 9 and 10, respectively, shall be true and accurate on and as of the Closing Date as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case the same shall be true and accurate as of such earlier date), and the Charterer shall have received executed copies of each of the certificates referred to in Section 4.8 and Section 4.9 (other than Sections 4.8(a) and (f) and Sections 4.9(a) and (f)) required to be delivered on the Closing Date, which certificates shall be dated the Closing Date.
Representations and Warranties; Certificates. The representations and warranties of each of the Owner Participant, the Pass Through Trustee, the Trust Company and the Grantor Trustee, and the Indenture Trustee contained in Sections 6, 7, 8 and 9, respectively, and of the Guarantor contained in Section 1.1 of the Guaranty, shall be true and accurate on and as of the Closing Date as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case the same shall be true and accurate as of such earlier date), and the Lessee shall have received executed copies of each of the certificates referred to in Section 4.10 and Section 4.11 (other than Section 4.10(a) and Section 4.11(a)) required to be delivered on the Closing Date, which certificates shall be dated the Closing Date.
Representations and Warranties; Certificates. The representations and warranties contained or incorporated by reference herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of such Closing Date; no event or condition shall have occurred or would result from the issuance of any of the Securities that would be a Default or Event of Default; the Company shall have performed and complied with all conditions and agreements required to be performed or complied with by them prior to the Closing; and the Investor shall have received on the Closing Date a certificate to the effect of each of the foregoing matters signed by Ixxx X. Xxxxxx, C. Jxxx Xxxxxxxxx and Jxxxx X. Xxxxxxxxxx, on behalf of the Company. Such certificate shall also confirm to the Investor that all representations and warranties made by the Company in the Loan Agreement and the other agreements, instruments, and documents evidencing the Franklin Indebtedness are true and correct as of the Closing Date.
Representations and Warranties; Certificates. The representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, and a duly authorized officer of the Seller shall have delivered a certificate to the Buyer certifying as to the foregoing.
Representations and Warranties; Certificates. The representations and warranties of the Issuer set forth in the Subscription Agreement and this Insurance Agreement shall be true and correct as of the Closing Date as if made on the Closing Date and AMBAC shall have received a certificate of an authorised officer of the Issuer to that effect;
Representations and Warranties; Certificates. The representations and warranties of the Borrower, MCII Holdings, MCII Coaches, the Performance Guarantor, the Originators, SPARC, the Administrative Agent and the Servicer in this Agreement (including any such representations and warranties incorporated by reference) shall be true and correct as of the Date of Issuance as if made on the Date of Issuance and Financial Security shall have received a certificate of appropriate officers of the Borrower, MCII Holdings, MCII Coaches, the Performance Guarantor, the Originators, SPARC, the Administrative Agent and the Servicer to that effect, and Financial Security shall have received a solvency certificate from the chief financial officer of each of the Borrower and the Servicer in form and substance satisfactory to Financial Security.
Representations and Warranties; Certificates. 12 3.7 Opinions . . . . . . . . . . . . . . . . . . . . . . 12 3.8 Litigation . . . . . . . . . . . . . . . . . . . . . 12 3.9
Representations and Warranties; Certificates a certificate of an Authorised Officer of each Relevant Company confirming that the representations and warranties made and given by the Relevant Company (including in the case of the General Partner, in respect of the Issuer and each Limited Partner and, in the case of Holdco, in respect PAGE 24 REIMBURSEMENT AGREEMENT XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- of each Obligor, other than a Limited Partner, which is not a party to this Agreement) as set forth in this Reimbursement Agreement are true and correct as of the Closing Date as if made on the Closing Date;
