Representations of Warranties Sample Clauses

Representations of Warranties. True as of the Closing 13 5.1.2 Compliance with this Agreement 13 5.1.3 Closing Certificates 13
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Representations of Warranties. KI represents and warrants to the Client regarding the scope of work to be performed as follows:
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Representations of Warranties. 4.1 Each Credit Party (solely as to itself and its Subsidiaries) represents and warrants to the Administrative Agent, the Issuing Lenders and the Lenders on and as of the date hereof, that: (i) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by such Credit Party and constitutes such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Credit Party of this Amendment, (iv) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct as of the date hereof except for those which expressly relate to an earlier date, (v) both before and after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default and (vi) the Obligations are not reduced by this Amendment and are not subject to any offsets, defenses or counterclaims.
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Representations of Warranties. (a) Of Diamond. Diamond hereby represents and warrants to Marvel as follows: * Confidential treatment requested-portion has been omitted and filed separately with the Securities and Exchange Commission.
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Representations of Warranties. Borrower represents and warrants to the Agent and the Lenders that:
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Representations of Warranties. Each of the parties hereto represents and warrants as follows:
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Representations of Warranties. The representations and warranties of the Foundation set forth in Article IV hereof shall be true and correct in all material respects on the date of Closing as if made on and as of such date, and NELnet shall have received a certificate to such effect, executed by the Foundation and dated as of the date of Closing; provided, however, that if NELnet shall have actual knowledge that any of the Foundation's representations which are conditioned as to the "knowledge" or as to the "best knowledge" of the Foundation are not true or correct ("NELnet Actual Knowledge of Inaccuracy"), then this condition precedent shall not be deemed to have been satisfied if NELnet shall have notified the Foundation thereof at least five Business Days before the Exercise Date and the Foundation shall not have satisfied NELnet of the actual truth or accuracy thereof (provided, however, that NELnet reserves the right to inform the Foundation of any NELnet Actual Knowledge of Inaccuracy of which NELnet becomes aware between the fifth Business Day before the Exercise Date and the Exercise Date (and shall do so as soon as possible), in which case this condition precedent shall not be deemed to have been satisfied unless the Foundation shall have satisfied NELnet of the actual truth or accuracy thereof).
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Representations of Warranties. The representations and warranties of Lindley, and the Shareholders shall be true and correct on anx xx xx the the Closing Date.
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Related to Representations of Warranties

  • Representations of GFS GFS represents and warrants to the Trust that:

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations of Company COMPANY represents and warrants that it has all right, power and authority, without the consent of any other person, to execute and deliver, and perform its obligations under, this Agreement. All corporate and other actions required to be taken by COMPANY to authorize the execution, delivery and performance of this Agreement and the consummation of all transactions contemplated hereby have been duly and properly taken. This Agreement is the lawful, valid and legally binding obligation of COMPANY enforceable in accordance with its terms.

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following:

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

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