REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE GENERAL PARTNER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE GENERAL PARTNER. The Issuer and the General Partner represent and warrant to each Purchaser that each of the following is (x) correct on the Execution Date and (y) correct in all material respects at the Closing, except to the extent that such representations and warranties are qualified by the term “material,” “Material,” “in any material respect” or “Material Adverse Effect” in which case such representations and warranties (as so written) shall be correct in all respects at the Closing:
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REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE GENERAL PARTNER. 4 Section 5.1. Organization; Power and Authority 5 Section 5.2. Authorization, Etc 5 Section 5.3. Disclosure 5 Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates 6 Section 5.5. Financial Statements; Material Liabilities 7 Section 5.6. Compliance with Laws, Other Instruments, Etc 7 Section 5.7. Governmental Authorizations, Etc 7 Section 5.8. Litigation; Observance of Agreements, Statutes and Orders 7 Section 5.9. Taxes; REIT Status 8 Section 5.10. Title to Property 8 Section 5.11. Licenses, Permits, Etc 9 Section 5.12. Compliance with Employee Benefit Plans 9 Section 5.13. Private Offering 10 Section 5.14. Use of Proceeds; Margin Regulations 10 Section 5.15. Existing Indebtedness; Future Liens 10 Section 5.16. Foreign Assets Control Regulations, Etc 11 Section 5.17. Status under Certain Statutes 12 Section 5.18. Environmental Matters 12 Section 5.19. Notes Rank Pari Passu. 13 Section 5.20. Solvency 13 Section 5.21. Unencumbered Properties 00
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REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE GENERAL PARTNER. 2.1. To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), each of the Issuer and the General Partner represents and warrants to the Noteholders that:
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Related to REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE GENERAL PARTNER

  • Representations and Warranties of the Company and the Guarantor The Company and the Guarantor jointly and severally represent and warrant to each Underwriter that:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • Representations and Warranties of the Issuers The Issuers, jointly and severally, represent and warrant to each Underwriter that:

  • Representations and Warranties of the Issuer The Issuer represents and warrants that:

  • Representations and Warranties of the Issuing Entity Upon the execution of the applicable Terms Agreement, the Issuing Entity represents and warrants to each Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS Each Guarantor represents and warrants to each Holder that:

  • Representations and Warranties of the Guarantor The Guarantor represents and warrants as follows:

  • Representations and Warranties of the Grantor The Grantor represents --------------------------------------------- and warrants to the Grantee that: (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option, will be duly authorized, validly issued, fully paid and non-assessable and free of any lien, security interest or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act, the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby do not require the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, require a consent or waiver under, result in a breach of or the acceleration of any obligation under, or constitute a default under, any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, stock market rule, judgment, ordinance, decree or restriction by which the Grantor or any of its subsidiaries or any of their respective properties or assets is bound; and (e) no "fair price", "moratorium", "control share acquisition" or other form of anti-takeover statute or regulation is or shall be applicable to the acquisition of Shares pursuant to this Agreement.

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

  • Representations and Warranties of the Partnership Parties The Partnership Parties, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:

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