West Orange’s Representations and Warranties Sample Clauses

West Orange’s Representations and Warranties. West Orange represents and warrants to the City as follows: (i) West Orange is the lawful, beneficial and exclusive owner of the FCC Authorization for 809/854.3125 MHz and West Orange has the unrestricted right to transfer the FCC Authorization for 809/854.3125 MHz to the City at Closing free and clear of Liens; (ii) West Orange is duly incorporated and in good standing under the laws of its state of incorporation and all other jurisdictions where it is qualified to transact business; (iii) this Agreement has been duly authorized and approved by all required action of West Orange; (iv) neither the execution nor the delivery of this Agreement nor the consummation of the transaction contemplated herein will conflict with, or result in any violation or default under, any term of the organizational documents or by-laws of West Orange, or any agreement, mortgage, indenture, license, permit, lease or other instrument, judgment, decree, order, law or regulation by which West Orange is bound; (v) the FCC Authorization for 809/854.3125 MHz is valid and in good standing with the FCC and West Orange is in compliance with all statutes, rules and regulations concerning construction, and loading of the Collective FCC Authorization or the facilities associated with the Collective FCC Authorization, and all other federal statutes, rules, regulations and policies of the FCC applicable to the West Orange or the Collective FCC Authorization; (vi) there is no pending or, to the best of West Orange’s knowledge, threatened action, petition, pleading or competing application by West Orange under the Collective FCC Authorization, by a third party, the FCC, or any other governmental agency to suspend, revoke, terminate or challenge any aspect of the Collective FCC Authorization other than the City’s Objection, West Orange’s qualifications as licensee, or otherwise investigate the operation on the FCC Authorizations; (vii) no person or entity holds or has been granted a right of first refusal or option to purchase or acquire all or part of the Collective FCC Authorization; (viii) the FCC Authorization for 809/854.3125 MHz is fully constructed and operational as required by FCC regulations; (ix) there are no pending applications or actions whatsoever seeking to modify any of the parameters under the Collective FCC Authorization;

Related to West Orange’s Representations and Warranties

  • Investment Representations and Warranties By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that:

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

  • Company’s Representations and Warranties In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

  • Client Representations and Warranties You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise. If you are an entity (e.g., corporation, partnership, limited liability company, or trust), this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms. You agree to promptly deliver such corporate resolution or other action authorizing this Agreement at our request. You acknowledge that you have provided us with the information set forth on the “Client Profile” (Exhibit C) and represent that such information is a complete and accurate representation of your financial position and of your investment needs, goals, objectives, and risk tolerance at the time of entering into this Agreement and warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate during the term of this Agreement. You also agree to provide us with any other information and/or documentation that we may request in furtherance of this Agreement or related to your investment needs, goals, objectives, and risk tolerance for the Account, either directly from you or through your designated attorney, accountant, or other professional advisers. You acknowledge that we are authorized to rely upon any information received from such attorney, accountant, or other professional adviser and are not required to verify the accuracy of the information.

  • Customer Representations and Warranties (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so.

  • The Company’s Representations and Warranties (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that:

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that: