REPRESENTATIONS AND WARRANTIES OF THE Sample Clauses
The "Representations and Warranties" clause sets out the factual statements and assurances that a party makes to the other party in a contract. These statements typically cover matters such as the party's authority to enter into the agreement, the accuracy of financial information, or the absence of undisclosed liabilities. By including this clause, the parties clarify the basis on which they are entering the contract and allocate risk if any of the statements prove to be untrue, thereby providing a foundation for trust and potential remedies if misrepresentations occur.
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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) o...
REPRESENTATIONS AND WARRANTIES OF THE. PROMOTERThe Promoter hereby represents and warrants to the Allottee asfollows:
8.1. The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession ofthe said Land for the project;
8.2. The Promoter has lawful rights and requisite approvals from thecompetent Authorities to carry out development of the Project;
8.3. There are no encumbrances upon the said Land or the Project;[in case there are any encumbrances on the land provide detailsof such encumbrances including any rights, title, interest andname of party in or over such land]
8.4. There are no litigations pending before any Court of law or Authority withrespect to the said Land, Project or the [Apartment/Plot];
8.5. All approvals, licenses and permits issued by the competentauthorities with respect to the Project, said Land and[Apartment/Plot] are valid and subsisting and have beenobtained by following due process of law. Further, the Promoterhas been and shall, at all times, remain to be in compliance withall applicable laws in relation to the Project, said Land, Buildingand [Apartment/Plot] and common areas;
8.6. The Promoter has the right to enter into this Agreement and hasnot committed or omitted to perform any act or thing, wherebythe right, title and interest of the Allottee created herein, may prejudicially be affected;
8.7. The Promoter has not entered into any agreement for sale and/ordevelopment agreement or any other agreement / arrangementwith any person or party with respect to the said Land, includingthe Project and the said [Apartment/Plot] which will, in anymanner, affect the rights of Allottee under this Agreement;
8.8. The Promoter confirms that the Promoter is not restricted in anymanner whatsoever from selling the said [Apartment/Plot]to the Allottee in the manner contemplated in this Agreement;
8.9. At the time of execution of the conveyance deed the Promotershall handover lawful, vacant, peaceful, physical possession ofthe [Apartment/Plot] to the Allottee and the common areas tothe Association of the Allottees or the competent authority, as the case may be;
8.10. The Schedule Property is not the subject matter of any HUF andthat no part thereof is owned by any minor and/or no minor hasany right, title and claim over the Schedule Property;
8.11. The Promoter has duly paid and shall continue to pay anddischarge all governmental dues, rates, c...
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes...
REPRESENTATIONS AND WARRANTIES OF THE. Seller as to the Receivables. The Seller makes the following representations and warranties as to the Receivables on which the Trust relies in accepting the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement in the case of the Initial Receivable and as of the applicable Subsequent Transfer Date in the case of the Subsequent Receivables, except in each case to the extent otherwise provided in the following representations and warranties, but shall survive the sale, transfer and assignment of the Receivables to the Trust and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
REPRESENTATIONS AND WARRANTIES OF THE. Company The Company represents and warrants to the Trust that: (1) It is a business trust duly organized and existing and in good standing under the laws of the State of Delaware.
REPRESENTATIONS AND WARRANTIES OF THE. KM PARTIES 12 4.1 Organization and Existence 13 4.2 Authority; Binding Effect 13 4.3 SEC Filings 13 4.4 Financial Statements 13 4.5 Information Supplied 14 4.6 No Material Adverse Change 14 4.7 No Conflict 14 4.8 No Default 15 4.9 Copies Complete 15 4.10 Brokerage Arrangements 15 4.11 Opinion of Financial Advisor 15 4.12 Purchaser Common Units 15 ARTICLE V - ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS 16 5.1 Access to Information 16 5.2 Conduct of Business 16 (a) Ordinary Course 16 (b) Restrictions on Trading Partnership and Operating Partnership 16 (c) General Business 18 (d) Employees of SF General Partner 19 (e) Restrictions on Purchaser 19 5.3 Certain Filings 20 5.4 SF Unit Holders' Meeting 21 5.5 KM Unit Holders' Meeting 21 5.6 Affiliates 21 5.7 First Mortgage Notes; Credit Agreement 21 5.8 Other Consents 22 5.9 No Solicitation 22 5.10 Permitted Actions 22 5.11 Indemnified Debt 23 5.12 Transfer 24 5.13 Further Action; Reasonable Best Efforts 24 5.14 Notification of Certain Matters 25 5.15 Certain Indebtedness 25 5.16 Financial Statements 25 5.17 Merger of New LP 26 5.18 No Public Announcement 26 5.19 Expenses 26 5.20 NYSE Listing 27 5.21 Consistent Tax Reporting 27
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 4.1
REPRESENTATIONS AND WARRANTIES OF THE. PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE Section 7.01. Property Trustee.............................................................................23 Section 7.02. Delaware Trustee.............................................................................23
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 3.01. Organization and Qualification; Subsidiaries................ 8 Section 3.02. Certificate of Incorporation and By-laws.................... 9 Section 3.03. Capitalization.............................................. 9 Section 3.04. Authority Relative to this Agreement........................ 9 Section 3.05. No Conflict; Required Filings and Consents.................. 10 Section 3.06. Compliance.................................................. 11 Section 3.07. SEC Filings; Financial Statements........................... 11 Section 3.08. Absence of Certain Changes or Events........................ 12 Section 3.09. Absence of Litigation....................................... 13 Section 3.10.
REPRESENTATIONS AND WARRANTIES OF THE. COMPANY Section 3.01 Corporate Existence and Power .............................................................................11 Section 3.02