Representations of all Parties Sample Clauses

Representations of all Parties. Each Party represents and warrants to the other Parties as follows:
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Representations of all Parties. Each Party represents and warrants to the other Parties that (a) such Party is an organization duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business in each jurisdiction it is required to be by applicable law, (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Party and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of such Party or any other party to any other agreement with such Party other than any consents already obtained, (c) this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency or other similar laws relating to the rights of creditors, or by general principles of equity, and (d) no governmental authorization, approval, order, license, permit, franchise or consent, and no registration, declaration or filing with any governmental authority is required on the part of such Party in connection with the execution, delivery or performance of this Agreement.
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Representations of all Parties. No representation or warranty made by any party herein contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein not misleading.
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Representations of all Parties. The representations and warranties in Sections 13.1.4 and 13.2.4 shall continue in full force and effect for the term of this Agrement.
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Representations of all Parties. Each of AT&T PCS and TWR (as to itself and each other AT&T Party), each other Purchaser (as to itself), each of Mercury I and Mercury II (severally as to itself), each Management Stockholder (severally as to himself, and jointly and severally as to the Company, Mercury I and Mercury II, except that the representations and warranties as to the Company set forth in (x) Section 4.5 are not being made by the Management Stockholders and (y) Sections 4.6 and 4.8 are being made by the Management Stockholders only as of the date hereof and not as of the Closing Date), and the Company (as to itself and each of its Subsidiaries), represents and warrants to each of the other parties that:
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Representations of all Parties. IPG represents and warrants to PAS and P&P, and each of PAS and P&P represents and warrants to IPG, as follows:
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Representations of all Parties 
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Related to Representations of all Parties

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act;

  • Conditions to Obligations of All Parties The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS OF ADVISER The Adviser represents, warrants and agrees as follows:

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