Representations of the Grantor Clause Samples

Representations of the Grantor. To induce the Purchaser to enter into this Agreement, the Grantor hereby represents and warrants to the Purchaser that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (ii) it has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged; (iii) it has the corporate power and authority, and the legal right, to make, deliver and perform this Agreement and the Assignment and Assumption Agreements and has taken all necessary corporate action to authorize the transactions contemplated hereunder and under the Assignment and Assumption Agreements on the terms and conditions of this Agreement and the Assignment and Assumption Agreements and to authorize the execution, delivery and performance of this Agreement and the Assignment and Assumption Agreements; (iv) no consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other Person is required in connection with the transactions contemplated by this Agreement or the Assignment and Assumption Agreements or with the execution, delivery, performance, validity or enforceability of this Agreement and the Assignment and Assumption Agreements; (v) it is in compliance with all requirements of law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a material adverse effect on the Grantor's ability to perform its obligations hereunder and under the Assignment and Assumption Agreements; (vi) this Agreement and any Assignment and Assumption Agreement entered into prior to or on the Execution Date has been duly executed and delivered on behalf of the Grantor; (vii) this Agreement and any Assignment and Assumption Agreement entered into prior to or on the Execution Date constitute the legal, valid and binding obligations of the Grantor enforceable against the Grantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (viii) the execution, delivery and performance of this Agreement and any Assignment and Assumption Agree...
View SourceView Similar (7)
Representations of the Grantor. The Grantor represents and warrants to the Secured Party that: A. Company Status (i) The Grantor is a corporation duly organized, validly existing and in good standing under the laws of Delaware with all requisite power and authority to carry on its business as presently conducted in all jurisdictions where presently conducted, to execute and deliver this Security Agreement and to perform its obligations pursuant to this Security Agreement. (ii) Copies of (a) the Certificate of Incorporation, and all amendments thereto to date for the Grantor, certified by the Secretary of State of the State of Delaware, and (b) the Bylaws of the Grantor, as amended to date, certified by the Secretary of the Grantor, are annexed hereto, and made a part hereof, as Exhibits "D" and "E", respectively, and are complete and correct as of the date of this Security Agreement.
View Source
Representations of the Grantor. The Borrower represents to the Lender as follows:
View Source
Representations of the Grantor. On the date of execution of this Agreement, the Grantor represents and warrants to La Fiduciaria and the Beneficiary that:
View Source
Representations of the Grantor. 6.1. The Grantor hereby represents and warrants to the Security Banks and the Collateral Agent that each of the following statements is true and accurate on the date hereof: (i) the Grantor is duly incorporated and validly existing under the laws of Israel with full power and authority to execute and deliver this Agreement and perform its obligations under this Agreement; and (ii) the Company is duly incorporated and validly existing under the laws of Japan with full power and authority to execute and deliver theAcknowledgement and Consent Letter for Pledge (as detailed in Exhibit 1) and perform its obligations thereunder ; (2) no action or thing (other than as taken, fulfilled or done on or prior to the date hereof) is required to be taken, fulfilled or done by the Grantor or the Company, respectively, to create and perfect the Pledge; (3) the execution, delivery and performance of this Agreement by the Grantor do not and will not (i) violate or contravene any applicable provision of law or other governmental directive, whether or not having the force of law; (ii) conflict with the Organizational Documents of the Grantor or of the Company; (iii) conflict with or result in a breach of any provision of any agreement or instrument to which any of them is a party or by which any of them or any of their assets may be bound; and (iv) result in the existence of, or oblige the Grantor or the Company to create, any Encumbrances over all or any of its present or future revenues or assets, save as otherwise required under this Agreement; (4) the execution, delivery and performance of this Agreement have been duly authorized by the Grantor by all requisite action, and this Agreement constitutes the legal, valid and binding obligations of the Grantor, enforceable against the Grantor in accordance with its terms, subject to bankruptcy, suspension of payments, insolvency or similar laws affecting creditors’ rights generally; (5) neither the Grantor nor the Company is insolvent, nor has any of them suspended payment and the respective liabilities of the Grantor and/or of the Company have not exceeded their respective assets, and there is no threat of their either becoming insolvent, suspending payments or threat of either’s liabilities exceeding its assets by the consummation of this Agreement or the transactions contemplated hereby; (6) no application has been made with respect to the Grantor or the Company for legal insolvency proceedings in or outside of Japan, no Rec...
View Source
Representations of the Grantor. The Grantor makes the following representations: It is the true registered owner of the Shares; It has not granted any options or any other rights whatsoever to anyone regarding the purchase of the Shares; The Shares are free of any pledge, hypothec, security interest or other charge or appropriation whatsoever.
View Source
Representations of the Grantor. The Grantor represents and warrants to the Secured Party that: A. Company Status (i) The Grantor is a corporation duly organized, validly existing and in good standing under the laws of Florida with all requisite power and authority to carry on its business as presently conducted in all jurisdictions where presently conducted; (ii) Copies of (a) the Articles of Incorporation, and all amendments thereto to date for the Grantor, certified by the Secretary of State of the State of Florida, and (b) the Operating Agreement of the Grantor, as amended to date, are annexed hereto, and made a part hereof, as Exhibits “B” and “C”, respectively, and are complete and correct as of the date of this Security Agreement.
View Source

Related to Representations of the Grantor

  • Representations of the Holder In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Representations of the Borrower The Borrower represents and warrants to the Administrative Agent and the Lenders that: (a) Each of the Borrower and each Subsidiary has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business as a foreign entity and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) Each Loan Document has been duly authorized, executed and delivered by the Borrower and such Loan Document constitutes a valid and binding agreement of the Borrower, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any Subsidiary, threatened against the Borrower or any Subsidiary which purport to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (c) The execution, delivery and performance of each Loan Document by the Borrower will not violate or conflict with (i) the organizational documents of the Borrower or any Subsidiary, as in effect on the Effective Date or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower or any Subsidiary. (d) The Borrower, its Subsidiaries and the ▇▇▇ Entities are in compliance with all laws, rules, regulations, orders, decrees and requirements of any Governmental Authority applicable to them or their properties, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would not have or would not reasonably be expected to cause a Material Adverse Change. None of the Borrower, its Subsidiaries or the ▇▇▇ Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any applicable Anti-Corruption Law, including without limitation the FCPA, in any material respect. None of the Borrower, its Subsidiaries or the ▇▇▇ Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. None of the Borrower, its Subsidiaries or the ▇▇▇ Entities, nor, to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or Affiliate of the Borrower, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. (e) On the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or ▇▇▇ before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (f) The consolidated balance sheets of the Borrower (and its predecessor entity) and its consolidated Subsidiaries as of December 31, 2015, and the related consolidated statements of income, partners’ (or stockholders’) equity and cash flows for each of the years in the three-year period ended December 31, 2015, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December

  • 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 ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.