Matters represented Sample Clauses

Matters represented. The Company makes the representations and warranties set out in Schedule 4 (Representations and Warranties) to each Senior Secured Creditor as at each of the dates specified in Clause 17.2 (Timing).

Matters represented. (a) The Mortgaged Property (i) the Chargor is the legal and beneficial owner of the property referred to in Schedule 1, subject to any rights accruing to tenants in relation to the Right-to-Buy and Shared Ownership Properties; (ii) planning permission has been obtained or is deemed to have been granted in accordance with statute for the purposes of the Planning Acts and has been complied with in all material respects in respect of any development and the existing use of the Mortgaged Property and the Planning Acts and all relevant building regulations or previously relevant building bylaws have been complied with in all material respects in respect of all developments, alterations and improvements to the Mortgaged Property save where such building regulations or bylaws did not apply to the Chargor or its predecessors at the relevant time and they have also been complied with in respect of the use of the Mortgaged Property; (iii) there are no covenants, agreements, stipulations, reservations, conditions, interest, rights or other matters whatsoever affecting the Mortgaged Property which materially affect or are reasonably likely materially to affect the value of the Mortgaged Property taken as a whole or any part of it; (iv) save for the Letting Documents, so far as the Chargor is aware after all reasonable enquiries, nothing has arisen or been created or is subsisting which would be an overriding interest or an unregistered interest which overrides first registration or registered dispositions over the Mortgaged Property which materially affects or is reasonably likely materially to affect the value of the Mortgaged Property taken as a whole or any part of it; (v) no facilities necessary for the enjoyment and use of the Mortgaged Property are enjoyed by the Mortgaged Property on terms entitling any person to terminate or curtail its or their use which materially affects or is reasonably likely materially to affect the value of the Mortgaged Property taken as a whole or any part of it; (vi) the Chargor has received no valid notice of any adverse claims by any person in respect of the ownership of the Mortgaged Property or any interest therein, nor has any acknowledgement been given to any person in respect thereof; (vii) all information in relation to the Mortgaged Property (including the list of Mortgaged Property owned by the Chargor and the nature of the ownership by the Chargor) provided by the Chargor to the Valuer to provide each valuation of the Mort...

Matters represented. The Borrower makes the representations and warranties set out in Schedule 5 (Representations and Warranties) to each Finance Party.

Matters represented. The Borrower makes the representations and warranties set out in Schedule 4 (Representations and Warranties) to the Lender.

Matters represented. Wynn Resorts or any Transferee Shareholder which is a Substantial Shareholder makes to each Secured Party the representations and warranties set out in Schedule 4 (Representations and warranties) of the Common Terms Agreement insofar as they expressly relate to Wynn Resorts or to such Transferee Shareholder, in each case, as an Obligor or, to any of their respective assets, operations, businesses, prospects or other circumstances as at each of the dates specified in Clause 7.2 (Timing).

Matters represented. 7 8.2 General .............................................................. 7

Matters represented. 4.1.1 It is a limited liability company, duly incorporated in accordance with the laws of its jurisdiction of incorporation. 4.1.2 It has the corporate power to enter into and perform this Agreement and the transactions contemplated hereby and has taken all necessary corporate action to authorise the entry into and performance of this Agreement and the transactions contemplated hereby in accordance with its terms. 4.1.3 This Agreement constitutes legal, valid and binding obligations on it in accordance with its terms. 4.1.4 The entry into and performance by it of this Agreement and the transactions contemplated hereby do not: 4.1.4.1 conflict with any law or regulation or any official or judicial order; 4.1.4.2 conflict with its constitutional documents; 4.1.4.3 conflict with any agreement or document to which it is a party or which is binding upon it or any of its assets; or 4.1.4.4 result in the creation or imposition of (or enforceability of) any encumbrance on any of its assets or the provisions of any agreement or document. 4.1.5 All authorisations, approvals, consents, licences, exemptions, filings, regulations, notarisations and other matters, official or otherwise, required in connection with the entry into and performance by such Guarantor and the validity and enforceability against it of this Agreement have been obtained or effected (or, in the case of registrations, will be so effected within any applicable required period) and, if obtained and effected, are in full force and effect and all fees (if any) payable in connection therewith, if due, have been paid and there has been no default in the performance of any of the terms or conditions thereof which is material to the effectiveness of any of the foregoing. 4.1.6 It is not in default of the payment of any taxes which have been assessed and demanded and which are not subject to a bona fide dispute between it and any government entity demanding such taxes (where such dispute does not require the payment of such taxes as a condition to entering into the dispute). 4.1.7 It is not in breach of, or in default under, any material agreement to which it is a party or which is binding on it or any of its assets. 4.1.8 It is not involved in, nor so far as it is aware, is there pending or threatened, litigation, arbitration or other proceedings of a litigious nature nor are there any circumstances likely to give rise to any such litigation, arbitration or proceedings. 4.1.9 No Insolvency Event has occur...

Matters represented. In order to induce the Security Trustee to enter into this Deed and, in the case of the Lenders, to make and continue to make Loans under the Loan Agreement, the Chargor represents and warrants unto each Lender Party as set forth in this Clause. The representations and warranties set forth in this Clause shall be made upon the delivery of each Borrowing Request and each Continuation Notice, and shall be deemed to have been made on each Borrowing Date (both immediately before and immediately after the application of the proceeds of the relevant Loans).

Matters represented. In order to induce the Security Trustee to enter into this Deed and, in the case of the Lenders, to make and continue Loans under the Loan Agreement, the Company represents and warrants unto each Lender Party as set forth in this Clause. The representations and warranties set forth in this Clause shall be made upon the delivery of each Borrowing Request and each Continuation Notice, and shall be deemed to have been made on each Borrowing Date (both immediately before and immediately after the application of the proceeds of the relevant Loans), the Mechanical Completion Date, the Economic Completion Date, the Group Members Undertakings Release Date, the RRL Guarantee Release Date and on any date on which any person grants further security to any Lender Party pursuant to Clause 10.15 of the Loan Agreement.