Representations and Warranties Further Assurances Sample Clauses

Representations and Warranties Further Assurances. 13.1 GMH hereby represents and warrants to PSA that (i) GMH is a validly existing company, duly incorporated and registered under the laws of Delaware, and has the legal right and full power and authority to enter into and perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement, (ii) GMH is not insolvent or subject to any proceedings under any applicable bankruptcy, insolvency, moratorium, reorganization or similar law affecting the rights of creditors generally and the availability of equitable remedies, and (iii) this Agreement constitutes valid and binding obligations on GMH in accordance with its terms.
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Representations and Warranties Further Assurances. (a) Each Seller, severally and not jointly, hereby represents and warrants to Phoenix that, as of immediately prior to the consummation of the Installment Sale Unit Purchase on the Closing Date: (i) the Installment Sale Units are the only membership or other ownership interests in the Company owned by such Seller or any of his or her family members or Affiliates, and such Seller has full power, good right and lawful authority to dispose of the Installment Sale Units in the manner set forth herein, (ii) other than this Agreement, the Current Operating Agreement, the Acquisition Agreement, the applicable Security Agreement (as defined below) and the applicable Control Agreement (as defined below) expressly referenced herein as well as any Non-Competition/Non-Solicitation and Employment Agreement with the Company and/or Phoenix to which such Seller may be a party, and other than as set forth in Schedule 6(a) attached hereto, there are no written agreements (A) for services to or from the Company (or any subsidiary thereof) (other than any investment management agreement entered into in the ordinary course of business that is not individually material), or (B) with respect to the Class C Units, in either such case (A) or (B) between such Seller, his or her family members or any of his or her respective Affiliates (other than the Company), on the one hand, and the Company (or any subsidiary thereof), on the other hand, (iii) other than as set forth in Schedule 6(a) attached hereto, such Seller does not serve as an officer, director, shareholder, trustee, of or with respect to any client of the Company, and (iv) to such Seller's knowledge the total assets under management by the Company (and any subsidiaries thereof) pursuant to investment management agreements between any Seller, his or her family members or any of his or her respective Affiliates (other than the Company), on the one hand, and the Company (or any subsidiary thereof), on the other hand, do not in the aggregate exceed $171 million.
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Representations and Warranties Further Assurances. Each Party warrants and represents to each of the other Parties that the Party has all legal power and authority to enter this Additional Sharing Agreement and perform the obligations hereunder; the individual executing this Additional Sharing Agreement on a Party’s behalf has the full power and authority to bind that Party; this Additional Sharing Agreement constitutes a valid and binding agreement of each Party; the Party is authorized by, and has undertaken all prerequisite actions required to perform the obligations and exercise the rights contemplated herein.
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Representations and Warranties Further Assurances. Service Provider represents that the service fees set forth on Schedule I hereto fully compensate
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Representations and Warranties Further Assurances 
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Related to Representations and Warranties Further Assurances

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of Client Client represents and warrants that:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties by You You represent and warrant that:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of Agent Agent represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Shareholder Servicing Agreement and to perform the services contemplated by this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties; Reaffirmation (a) Borrower hereby represents and warrants to each Lender as follows:

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