Representations and Warranties by the Clause Examples
Representations and Warranties by the. Parties to this Agreement
(1) If not an individual, it is duly formed and organized and validly existing under the laws of its jurisdiction of formation and that it has the organizational power and capacity to own its assets and to enter into and perform its obligations under this Agreement;
(2) this Agreement has been duly authorized by such Party, and duly executed and delivered by it and, assuming the due authorization, and due execution and delivery, by the other Party hereto, constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies; and
(3) the execution, delivery and performance of this Agreement does not and will not contravene the provisions of its articles, by-laws, constating documents or other organizational documents or the documents by which it was created or established or the provisions of any indenture, agreement or other instrument to which he or she or it is a party or by which he or she or it may be bound.
Representations and Warranties by the. Owner Trustee to ------------------------------------------------------ the Indenture Trustee. The Owner Trustee (not in its individual capacity, but --------------------- solely as trustee under the Trust Agreement) hereby represents and warrants to the Indenture Trustee as follows:
Representations and Warranties by the. Seller Seller hereby represents and warrants to Buyer the following:
Representations and Warranties by the parties
(a) it has full legal capacity and power to enter into this Agreement and to perform its obligations under this Agreement;
(b) it has taken all corporate action (if any) that is necessary or desirable to authorise its entry into this Agreement and to perform its obligations under this Agreement;
(c) this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors’ rights generally);
(d) neither its execution of this Agreement nor the carrying out by it of its obligations under this Agreement, does or will contravene any law to which it is subject or any order of any government agency or other person that is binding on it, contravene any undertaking or instrument binding on it, or contravene its constitution;
(e) there are no actions, claims, proceedings or investigations pending or threatened against it or by, against or before any person that may have a material effect on the subject matter of this Agreement; and
(f) it is not the subject of an Insolvency Event.
Representations and Warranties by the. CONTRACT SELLER
Representations and Warranties by the. Vendors The Vendors jointly and severally represent and warrant to the Purchaser that 12.1 The following representations and warranties of the Vendors are accurate and in full force as at the date of signing of this stock purchase agreement and at the Effective Date, unless the wording of the warranty otherwise implies; 12.2 The accounts for the period ended December 31, 1995 and for the preceding three accounting periods of the Company were prepared in accordance with the historical cost convention, and the basis and policies of accounting adopted in preparing the accounts are the same as those adopted in preparing the accounts of the Company in respect of the three last preceding accounting periods; 12.3 The accounts of the Company give a true and fair view of the assets and liabilities of the company and its profits for the financial period ended on relevant last accounts date, comply with the requirements of Finnish Companies Act, Bookkeeping Act, good accounting principles and any other relevant statute, properly reflect the financial position of the Company as at their date, fully disclose all the assets of the Company as at their date and make full provision or reserve for all liabilities and capital commitments outstanding at the relevant last accounts date, including contingent, unquantified or disputed liabilities.
Representations and Warranties by the. PaineWebber Trust and the Trust The PaineWebber Trust and the Trust each represents and warrants to the other that: (a) There are no legal, administrative or other proceedings or investigations against it, or, to its knowledge, threatened against it, that would materially affect its financial condition or its ability to consummate the transactions contemplated by this Agreement. It is not charged with, or to its knowledge, threatened with, any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.
Representations and Warranties by the. Companies and each of the --------------------------------------------------------------- Sellers. Each of the Companies, and each of the Sellers, individually and not ------- jointly, represent and warrant to the Buyer that, as of the date of this Agreement and (except as otherwise stated herein) as of the Closing Date (except with regard to B and G Services):
Representations and Warranties by the. Issuer to the Indenture ------------------------------------------------------------- Trustee. The Issuer hereby represents and warrants to the Indenture Trustee as ------- follows:
Representations and Warranties by the. Issuer to the Indenture Trustee. The Issuer hereby represents and warrants to the Indenture Trustee as follows: