Xxpresentations and Warranties Sample Clauses

Xxpresentations and Warranties. The Borrower hereby represents and warrants to the Lenders as follows:
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Xxpresentations and Warranties. (a) SIBV represents to the other parties hereto that it is duly incorporated and validly existing as a corporation under the laws of The Netherlands; that it has the power and authority under its articles of incorporation or similar charter document to enter into and perform this Agreement; that the execution of this Agreement by it has been duly authorized by all required corporation actions; that the consummation of the transactions contemplated hereunder will not result in a breach or violation of, or a default under, its certificate of incorporation (or similar charter document) or by-laws, or any material agreement by which it is subject, nor require the obtaining of any consent, approval, permit or license from or filing with, any governmental authority or other Person by it in connection with the execution, delivery and performance by it of this Agreement, except for violations which would not, or consents or filings which, if not obtained or made, would not, in the aggregate, affect materially and adversely the business, financial condition or results of operation of SIBV and its subsidiaries, taken as a whole; that this Agreement constitutes (assuming its due authorization and execution by the other parties hereto) its legal, valid and binding obligation; and that, as of the date hereof, it and its Affiliates beneficially own, in the aggregate, the number of shares of Common Stock of the Company set forth opposite its name on Schedule I attached hereto.
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Xxpresentations and Warranties. On and as of the date of this Agreement (the "Effective Date") and for the benefit of the Lender, the New Subsidiary hereby makes each of the representations and warranties contained in the Pledge and Security Agreement, and delivers herewith (i) amended Schedules to the extent necessary to make the representations and warranties true and correct, (ii) all instruments, Pledged Shares and documents of title required under the Pledge and Security Agreement and (iii) all UCC-1 financing statements required to be filed in order to perfect the security interest in the Collateral.
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Xxpresentations and Warranties. Each Company hereby represents and warrants to the Agent and the Lenders that, as of the date of and after giving effect to this Amendment, (a) the execution, delivery and performance of this Amendment has been authorized by all requisite corporate action on the part of each Company and will not violate the corporate charter or bylaws of any Company, (b) all representations and warranties set forth in the Loan Agreement and in any other Loan Documents are true and correct, in all material respects, as if made again on and as of such date (including, without limitation, the representations and warranties previously made as of the Closing Date in the Loan Agreement), (c) no Default or Event of Default has occurred and is continuing, and (d) the Loan Agreement (as amended by this Amendment), the Notes (as the same may be amended and restated from time to time) and the other Loan Documents are and remain legal, valid, binding and enforceable obligations of each Company, as applicable.
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Xxpresentations and Warranties 
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Related to Xxpresentations and Warranties

  • Representations and Warranty 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service:

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • Your Representations and Warranties By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the United States or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information that you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

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

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber 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.

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

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