REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE Clause Samples

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. COLLATERAL Grantor represents and warrants to Lenders that:
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. ADMINISTRATIVE AGENT, THE MANAGING AGENTS AND THE PURCHASERS.............19
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. SELLER ‌ 33 Section 5.1 Organization ‌ 33 ​ ​ Section 5.2 Authority ‌ 33 Section 5.3 No Conflict ‌ 33 Section 5.4 Consents ‌ 33 Section 5.5 Ownership of Purchased Shares ‌ 33 Section 5.6 Litigation ‌ 34 Section 5.7 No Brokers ‌ 34 Section 5.8 Disclaimer of Other Representations and Warranties ‌ 34
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. ADMINISTRATIVE AGENT, THE MANAGING AGENTS AND THE PURCHASERS The Administrative Agent, each Managing Agent (on behalf of itself and on behalf of the related Conduit Purchasers) and the Committed Purchasers hereby make the following representations and warranties to RCFC and DTAG, as of the Series 2000-1 Closing Date (in the case of the Administrative Agent and the Bank One Ownership Group) and as of each Advance Date (in the case of the Administrative Agent, the Managing Agents and each Ownership Group, provided that no Managing Agent or Committed Purchaser shall be deemed to make any representation and warranty as to any Advance Date which occurred prior to the time that it became a Managing Agent or a Committed Purchaser), and RCFC and DTAG shall be deemed to have relied upon such representations and warranties in entering into this Agreement and in consummating the transactions contemplated by this Agreement (including each issuance of the Series 2000-1 Notes).
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. ACQUIRED COMPANIES Except as set forth in the corresponding sections or subsections of the Disclosure Schedules attached hereto (collectively, the “Disclosure Schedules”) (each of which shall qualify only the specifically identified sections or subsections hereof to which such Disclosure Schedule relates and any other section or subsections where it is readily apparent on the face of such disclosure that such disclosure is applicable to such other section or subsection and shall not qualify any other provision of this Agreement or any Related Agreement), the Sellers jointly and severally represent and warrant to Acquiror as of the date hereof as follows:
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. TARGET COMPANIES ‌ 16 Section 4.1 Organization ‌ 16 Section 4.2 Power and Authorization ‌ 17 Section 4.3 Authorization of Governmental Authorities ‌ 17 Section 4.4 Noncontravention ‌ 17 Section 4.5 Capitalization ‌ 17 Section 4.6 Financial Matters ‌ 18 Section 4.7 Absence of Certain Developments ‌ 18 Section 4.8 No Undisclosed Liabilities ‌ 18 Section 4.9 Real Property. ‌ 18 Section 4.10 Intellectual Property; Privacy and Information Security. ‌ 20 Section 4.11 Permits. ‌ 21 Section 4.12 Tax Matters. ‌ 22 Section 4.13 Employee Benefit Plans ‌ 23 Section 4.14 Contractual Obligations ‌ 25 Section 4.15 Related Party Transactions ‌ 27 Section 4.16 Labor Matters ‌ 27 Section 4.17 Litigation; Governmental Orders ‌ 27 Section 4.18 Compliance with Law ‌ 27
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REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE. SELLERS 34
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Related to REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that: 3.1 It is a federally chartered savings bank whose principal office is in New Jersey. 3.2 It is and will remain registered with the U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act. 3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.5 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 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

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • REPRESENTATIONS AND WARRANTIES OF NEWCO Newco represents and warrants to the Company as follows: