Representations and Warranties of the 00.▇▇▇ Parties Clause Examples
Representations and Warranties of the 00.▇▇▇ Parties. (a) Each of the 00.xxx Parties represents and warrants to the Uxin Parties as of the date hereof that:
Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.
Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:
REPRESENTATIONS AND WARRANTIES OF THE VENDORS CONFIRMING PARTY A. The Vendors / Confirming Party have absolute, clear and marketable title with respect to the said land, the Vendors / Confirming Party have requisite rights to carry out development upon the said land and absolute, actual, physical and legal possession of the said land for the project; B. The Vendors / Confirming Party have lawful rights and requisite approvals from the competent authorities to carry out development of the Project; C. There are no encumbrances upon the said land or the Project. In case of any encumbrance, the Vendors / Confirming Party shall intimate the same to the Purchaser/s; D. There are no suit/s, case/s or any other form of litigation/s pending before any Court of Law with respect to the said land or the Project; E. All approvals, licenses and permits issued by the competent authorities with respect to the project and the said land are valid and subsisting and have been obtained by following due process of law. Further, the Vendors / Confirming Party have been and shall, at all times, remain to be in compliance with all applicable laws in relation to the project, said land, Building and Apartments and common areas; F. The Vendors / Confirming Party have the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Purchaser/s intended to be created herein, may prejudicially be affected; G. The Vendors / Confirming Party have not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said land including the Project and the Schedule-A property which will, in any manner, affect the rights of Purchaser/s under this Agreement; H. The Vendors / Confirming Party confirm that the Vendors / Confirming Party are not restricted in any manner whatsoever from selling the Schedule-A property to the Purchaser/s in the manner contemplated in this Agreement; I. At the time of execution of the Sale Deed the Vendors / Confirming Party shall handover lawful, vacant, peaceful, physical possession of the Schedule-A property to the Purchaser/s;
REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE BANK (DELAWARE). The Bank and the Bank (Delaware), each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States; The Bank (Delaware) is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and The Bank (Delaware), as Delaware Trustee, fulfills for the trust the statutory requirements of Section 3807 of the Delaware Business Trust Act; (b) each of the Bank and the Bank (Delaware) has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and the Bank (Delaware) and constitutes the valid and legally binding agreement of the Bank and the Bank (Delaware) enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance by each of the Bank and the Bank (Delaware) of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and the Bank (Delaware), respectively, and do not require any approval of stockholders of the Bank or the Bank (Delaware) and such execution, delivery and performance will not (i) violate the Bank's or the Bank's (Delaware) Charter or By-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank or the Bank (Delaware) Trustee, as the case may be, is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the corporate, banking or trust powers of the Bank or the Bank (Delaware) (as appropriate in context) or any order, judgment or decree applicable to the Bank or the Bank (Delaware); (e) neither the authorization, execution or delivery by the Bank or the Bank (Delaware) of this Trust Agreement nor the consummation of any of the transactions by the Bank or the Bank (Delaware) (as the case may be) contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing Federal law governing the corporate, banking or trust powers of the Bank or the Bank (Delaware), as appropriate in context, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best of each of the Bank's and the Bank's (Delaware) knowledge, threatened against or affecting the Bank or the Bank (Delaware) in any court or before any governmental authority, agency or arbitration board or