Representations and Warranties by the. Parties to this Agreement Each Party represents and warrants that:
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. Company. The Company represents and warrants to Xxxxxxx Xxxxx, ------- as of the date hereof, and as of each Tender Date, as follows:
Representations and Warranties by the parties Each party represents and warrants to the other parties that:
Representations and Warranties by the. Offerors The Offerors jointly and severally represent and warrant to the Underwriters as of the date hereof, the Applicable Time referred to in Section 1(a)(2) hereof and as of the Closing Time (as defined below) and as of each Date of Delivery (as defined below), if any (in each case, a “Representation Date”), as follows:
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. Trust The Trust represents and warrants that:
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. 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. (b) There are no known actual or proposed deficiency assessments with respect to any taxes payable by it. (c) It has duly and timely filed, on behalf of the PaineWebber Fund or the Xxxxxxx Fund, as appropriate, all Tax (as defined below) returns and reports (including information returns), which are required to be filed by such PaineWebber Fund or Xxxxxxx Fund, and all such returns and reports accurately state the amount of Tax owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income required to be reported by such PaineWebber Fund or Xxxxxxx Fund. On behalf of the PaineWebber Fund or the Xxxxxxx Fund, as appropriate, it has paid or made provision and properly accounted for all Taxes (as defined below) due or properly shown to be due on such returns and reports. The amounts set up as provisions for Taxes in the books and records of the PaineWebber Fund or Xxxxxxx Fund, as appropriate, as of the Close of Business on the Valuation Date will, to the extent required by generally accepted accounting principles, be sufficient for the payment of all Taxes of any kind, whether accrued, due, absolute, contingent or otherwise, which were or which may be payable by the PaineWebber Fund or Xxxxxxx Fund, as appropriate, for any periods or fiscal years prior to and including the Close of Business on the Valuation Date, including all Taxes imposed before or after the Close of Business on the Valuation Date that are attributable to any such period or fiscal year. No return filed by it, on behalf of the PaineWebber Fund or Xxxxxxx Fund, as appropriate, is currently being audited by the Internal Revenue Service or by any state or local taxing authority. As used in this Agreement, "Tax" or "Taxes" means all federal, state, local and foreign (whether imposed by a country or political subdivisi...
