REPRESENTATIONS BY NMC VVI AND CLASS C HOLDERS Sample Clauses

REPRESENTATIONS BY NMC VVI AND CLASS C HOLDERS. Each of NMC and VVI hereby represents and warrants to each of the Class C Holders, and each of the Class C Holders hereby represents and warrants to each of NMC and VVI, that the following statements with respect to itself are true and correct as of the date hereof: (a) such party has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereunder, (b) the execution and delivery of this
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REPRESENTATIONS BY NMC VVI AND CLASS C HOLDERS. Each of NMC and VVI hereby represents and warrants to each of the Class C Holders, and each of the Class C Holders hereby represents and warrants to each of NMC and VVI, that the following statements with respect to itself are true and correct as of the date hereof: (a) such party has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereunder, (b) the execution and delivery of this Agreement and the consummation of the transactions hereunder have been duly authorized by all necessary action by such party, (c) this Agreement has been duly executed and delivered by such party, and constitutes the valid and binding obligations of such party, 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 equitable principles, and (d) the execution and delivery of this Agreement by such party and the announcement of the transactions contemplated thereby does not, and the consummation of the transactions contemplated by this Agreement will not (1) conflict with, or result in any violation or breach of, any provisions of the charter, bylaws or other governing documents of such party or any of its subsidiaries (or controlled affiliates), (2) assuming the execution and delivery of this Agreement by the parties hereto, result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any contract, agreement, instrument or obligation to which such party or any of its subsidiaries (or controlled affiliates) is a party or by which any of them or any of their properties or assets may be bound, or (3) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such party or any of its subsidiaries (or controlled affiliates) and of its or their properties or assets, except in the case of (2) and (3), such conflicts, violations, defaults, terminations, cancellations or accelerations which would not, individually or in the aggregate, prevent or delay such party's ability to timely consummate the transactions h...
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Related to REPRESENTATIONS BY NMC VVI AND CLASS C HOLDERS

  • Representations and Warranties by the Trust The Trust represents and warrants that:

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows:

  • Representations and Warranties of the Holders Each Holder, severally and not jointly, represents and warrants to the Company that:

  • Representations and Warranties of the Securityholders Each Securityholder (as to himself or itself only) represents and warrants to the Company and the other Securityholders that, as of the time such Securityholder becomes a party to this Agreement:

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

  • Representations and Warranties of Investors Each Investor, for that Investor alone, represents and warrants to the Company upon the acquisition of the Note and the Warrants as follows:

  • Representations and Warranties of Holders Each Holder, severally and not jointly, hereby represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER The Underwriter represents and warrants that:

  • Representations and Warranties by the Partners A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) if five percent (5%) or more (by value) of the Partnership’s interests are or will be owned by such Partner within the meaning of Code Section 7704(d)(3), such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) stock of any corporation that is a tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member or (b) an interest in the assets or net profits of any non-corporate tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership, venture, or limited liability company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or indirect member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, a Partner that is an individual shall not be subject to the ownership restrictions set forth in clause (ii) of the immediately preceding sentence to the extent such Partner obtains the written Consent of the General Partner prior to violating any such restrictions. Each Partner that is an individual shall also represent and warrant to the Partnership that such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e).

  • Representations and Warranties by the Manager The Manager represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and each Date of Delivery, if any, and agrees with each Underwriter, as follows:

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