Assignee’s Representations and Warranties Clause Examples
POPULAR SAMPLE Copied 7 times
Assignee’s Representations and Warranties. Assignee represents and warrants as follows:
a) It is duly organized, validly existing and in good standing under the laws of Delaware.
b) It is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required.
c) It has the full right, corporate power and authority to enter into this Agreement and to perform its obligations hereunder.
d) It has taken all necessary corporate action to authorize the execution of this Agreement by its Representative whose signature is set forth at the end hereof.
e) When executed and delivered by it, this Agreement will constitute the legal, valid and binding obligation of Assignee, enforceable against it in accordance with its terms.
Assignee’s Representations and Warranties. The Assignee represents and warrants to and covenants with the Assignor that:
Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor that: (i) Assignee is a limited partnership, organized, validly existing and in good standing under the laws of the State of Delaware, (ii) Assignee has all requisite limited partnership power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and each other agreement executed and delivered by Assignor in connection herewith, (iii) this Agreement has been duly authorized, executed and delivered by Assignee and constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms; and (iv) Assignee has obtained all necessary consents, releases and agreements required to enter into this Agreement and to consummate the transactions contemplated hereby.
Assignee’s Representations and Warranties. In consideration of Assignor entering into this Agreement and as an inducement to Assignor to sell Assignor's interest in the Limited Partnership Interest to Assignee, Assignee represents and warrants to Assignor as to each of the matters described in Section 5 of the Master Agreement, with the same force and effect as if such representations and warranties were set forth herein, and such representations and warranties are hereby incorporated by reference herein.
Assignee’s Representations and Warranties. The Assignee hereby represents and warrants to the Assignor that, as on the date of this Agreement and with reference to the facts and circumstances then existing:
(a) the Assignee is a limited liability company, duly organised, validly existing and in good standing under the laws of India, has obtained a certificate of registration as a securitisation and asset reconstruction company from the Reserve Bank of India, pursuant to Section 3 of the SARFAESI and is duly qualified and licensed to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications;
(b) the Assignee has full corporate power, authority and legal right to enter into this Agreement and the Transaction Documents and to take any action and execute any documents required by the terms thereof and that this Agreement and the Transaction Documents have been duly authorised by all necessary corporate proceedings, have been duly and validly executed and delivered by the Assignee, and are the legal, valid and binding obligation of the Assignee, enforceable in accordance with the terms thereof; and that the executant of this Agreement and the Transaction Documents, on behalf of the Assignee, has been duly empowered and authorised to execute the same and to perform all its obligations in accordance with the terms herein and therein;
(c) no Consent, approval, order, registration or qualification of, or with, any court or Statutory Authority having jurisdiction over the Assignee, the absence of which, would adversely affect the legal and valid execution, delivery and performance by the Assignee of this Agreement or the documents and instruments contemplated hereby or the taking by the Assignee of any actions contemplated herein, is required;
(d) neither the execution and delivery of this Agreement and the other Transaction Documents by the Assignee, nor the consummation of the transactions contemplated hereby or thereby, nor the fulfilment of, or compliance with, the terms and conditions of this Agreement and the other Transaction Documents, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgement, order, injunction, decree or ruling of any court or Statutory Authority, or any Applicable Law) or any covenant or agreement or instrument to which the Assignee is now a party, or by which the Assignee or any of the Assigne...
Assignee’s Representations and Warranties. By its execution of this Agreement, ASSIGNEE represents and warrants to ASSIGNOR that the following statements are true and accurate, as of the execution date of this Agreement, the Effective Date and the Closing Date.
Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor and Lessee that:
4.1 [Assignee is a "citizen of the United States" within the meaning of the Federal Aviation Act of 1958, as amended, and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).]
4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] and has the _______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement.
4.3 This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound.
4.4 Assignee has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignee.
4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor that:
Assignee’s Representations and Warranties. The Assignee represents and warrants that it properly treats, and will continue to treat, the transfer of any Assigned Interest to the Assignee for all purposes as a purchase on all of its relevant books and records (including for tax and accounting purposes).
Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor as follows: