REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT Sample Clauses

REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT. HOLDER COVENANTS
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REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT. HOLDER COVENANTS 75 Section 14.01 Representations and Warranties 75 Section 14.02 Covenants 75 ARTICLE 15 THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY 76 Section 15.01 Appointment, Powers and Immunities 76 Section 15.02 Instructions of the Company 77 Section 15.03 Reliance by Collateral Agent, Custodial Agent and Securities Intermediary 77 Section 15.04 Certain Rights 77 Section 15.05 Merger, Conversion, Consolidation or Succession to Business 77 Section 15.06 Rights in Other Capacities 78 Section 15.07 Non-reliance on the Collateral Agent, Custodial Agent and Securities Intermediary 78 Section 15.08 Compensation and Indemnity 78 Section 15.09 Failure to Act 79 Section 15.10 Resignation of Collateral Agent, the Custodial Agent and the Securities Intermediary 79 Section 15.11 Right to Appoint Agent or Advisor 80 Section 15.12 Survival 81 Section 15.13 Exculpation 81 Section 15.14 Expenses, Etc 81 Section 15.15 Force Majeure 81 ARTICLE 16 MISCELLANEOUS 82 Section 16.01 Security Interest Absolute 82 Section 16.02 Notice of Termination Event 82 EXHIBITS Exhibit A - Form of Corporate Units Certificate Exhibit B - Form of Treasury Units Certificate Exhibit C - Instruction to Purchase Contract Agent From Holder (To Create Treasury Units or Corporate Units) Exhibit D - Notice from Purchase Contract Agent to Holders Upon Termination Event (Transfer of Collateral upon Occurrence of a Termination Event) Exhibit E - Notice of Cash Settlement Exhibit F - Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units) Exhibit G - Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units) Exhibit H - Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units) Exhibit I - Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units) Exhibit J - Notice of Cash Settlement from Purchase Contract Agent to Collateral Agent (Cash Settlement Amounts) Exhibit K - Instruction to Custodial Agent Regarding Remarketing Exhibit L - Instruction to Custodial Agent Regarding Withdrawal from Remarketing Exhibit M - Notice of Cash Settlement Exhibit N - Notice from Purchase Contract Agent to Collateral Agent (Settlement with Separate Cash) Exhibit O - Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement with Separate Cash) Exhibit P - Form of Remarketing Agreement PURCHASE CONTRAC...
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REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT. HOLDER COVENANTS 107 Section 14.01. Representations and Warranties 107 Section 14.02. Covenants 108
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REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT. HOLDER COVENANTS 111 Section 14.01 Representations and Warranties 111
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REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT 
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Related to REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT

  • Representations and Warranties of the Collateral Custodian The Collateral Custodian in its individual capacity and as Collateral Custodian 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 Lender The Lender hereby represents and warrants to the Borrower as follows:

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • Representations and Warranties of the Loan Parties Each Loan Party represents and warrants as follows:

  • Representations and Warranties of Agent Agent represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Shareholder Servicing Agreement and to perform the services contemplated by this Agreement.

  • Representations and Warranties of the Lenders In connection with the transactions provided for herein, each Lender hereby represents and warrants to the Company that:

  • Representations and Warranties of Custodian 3.1 Custodian hereby represents and warrants that it is a national bank duly organized under the laws of the United States of America and that this Agreement has been duly executed by the Custodian and to the best of Custodian’s knowledge will not violate any Applicable Law or any agreement, instrument judgment order or decree which Custodian is a party or to which it is bound.

  • Representations and Warranties of Loan Parties Each of the Loan Parties represents and warrants as follows:

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