Representations and Warranties Of Sample Clauses

Representations and Warranties Of. SELLER Seller hereby represents and warrants to Buyer that:

Representations and Warranties Of. PARENT AND MERGER SUB

Representations and Warranties Of. THE BUYER AND THE TRANSITORY SUBSIDIARY......................................................................... 34 3.1 Organization and Corporate Power........................................ 34 3.2

Representations and Warranties Of. THE PURCHASER

Representations and Warranties Of. PARENT AND PURCHASER Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that:

Representations and Warranties Of. THE COMPANY

Representations and Warranties Of. THE SELLER

Representations and Warranties Of. [Short Name of Account Owner] Relating to [Short Name of Account Owner]. [Short Name of Account Owner] hereby represents and warrants to, and agrees with, [Short Name of Receivables Purchaser] as of the Closing Date, that:

Representations and Warranties Of. (1) The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform its obligations under this Guaranty, and is duly qualified to do business in each jurisdiction in which it has operations or a principal office and where failure to so qualify could reasonably be expected to materially adversely affect its consolidated financial condition, business or operations, or its ability to perform any of its obligations under this Guaranty. (2) The execution, delivery and performance by the Guarantor of this Guaranty and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Guarantor. (3) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with the terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors', lessors', or charterers' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. (4) The execution and delivery by the Guarantor of this Guaranty do not and will not, and the performance by the Guarantor of its obligations hereunder does not and will not, (i) violate or be inconsistent with its - charter documents or by-laws; (ii) contravene any Governmental Rule or -- Governmental Action applicable to it (except that no representation or warranty is made herein with respect to the Securities Act, the Trust Indenture Act and the securities or Blue Sky laws of the various states); (iii) contravene any provision of, or constitute a default under, any ---- indenture, mortgage, contract or other instrument to which the Guarantor is a party or by which it or any of its properties are bound or (iv) result in -- or require the creation or imposition of any Lien (other than Permitted Liens) upon any of its properties or assets. (5) No Governmental Action and no consent of any other Person (including, without limitation, any stockholder or creditor of the Guarantor) is required in connection with the execution, delivery or performance of this Guaranty, except such as are requir...