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;
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Related to West Orange’s Representations and Warranties

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

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

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • 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 Customer represents and warrants that it:

  • The Company’s Representations and Warranties The Company represents and warrants to the Investor as follows:

  • Licensor’s Representations and Warranties Licensor represents and warrants 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:

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