Additional Agreements, Representations, and Warranties Sample Clauses

Additional Agreements, Representations, and Warranties. In connection with the payments and transfers of Company Securities, each of the Settling Parties agrees to or makes, as the case may be, the additional agreements, representations and warranties as set forth on Exhibit B, to the extent applicable to such Settling Party as specified therein.
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Additional Agreements, Representations, and Warranties. The Parties further agree, represent and warrant with and to the other as follows: (a) Web Street will not be responsible for any of Landsbref's office expenses, overhead or operating costs. Landsbref will not be responsible for any of Web Street's office expenses, overhead or operating costs (b) All orders submitted by Landsbref on the behalf of the Customer, provided that each such customer has properly given trading authority to Landsbref (as required by the Clearing Firm), will be in accordance with Web Street instructions, as applicable. The parties expressly agree that Web Street shall not be bound by any investigation into the facts surrounding any transaction that it may have with Landsbref. Web Street shall not have any responsibility for compliance by Landsbref with any extraterritorial (i.e., non-U.S. domestic) laws or regulations which may be applicable to Landsbref. (c) Landsbref is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation. Landsbref is duly authorized to conduct business and is in good standing and duly licensed under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Landsbref has full power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. (d) Web Street is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation. Web Street is duly authorized to conduct business and is in good standing and duly licensed under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Web Street has full power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. (e) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which Landsbref is subject or any provision of the charter or bylaws of Landsbref, or (ii) conflict with, result in a breach of, or constitute a default under any contract, franchise permit or other agreement; or terminate, modify, or cancel, or require any notice under any contract, f...
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Additional Agreements, Representations, and Warranties. 12 4.1 POST-MERGER COVENANTS. . . . . . . . . . . . . . . . . . . . . 12 (a) CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . 12 (b) INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . 13 (c)
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Additional Agreements, Representations, and Warranties. The Borrower hereby represents, warrants, and agrees that: (a) Demand, notice, protest, and all demands and notices of any action taken by Compass except those expressly required in this Agreement are hereby waived, and any indulgence of Compass, substitution for, exchange of, or release of Collateral, or addition or release of any person liable on the Collateral or on the Liabilities is hereby consented to; (b) The Borrower has full power and authority to execute and deliver this Agreement and the other Credit Documents and to pledge Collateral under this Agreement, and that with respect to Collateral pledged hereunder, at the time the Collateral is deposited with Compass, the Borrower has the unrestricted right to transfer the same and to grant a security interest therein, that the Collateral is not subject to the interest of any person other than the Borrower, and that the Borrower will defend the Collateral and its proceeds or accessions against the claims and demands of all third persons; (c) With respect to all property delivered to Compass as Collateral: the same are genuine, free from liens, adverse claims, default, prepayment, defenses and conditions precedent, except as disclosed thereby and otherwise disclosed to or known by Compass, that all persons appearing to be obligated thereon have authority and capacity to contract and are bound as they appear to be, and that the same comply with all applicable laws concerning form, content, and manner of preparation and execution; (d) All financial or credit statements and any other information provided to Compass in connection with the Liabilities prior to, contemporaneously with, or subsequent to, execution of this Agreement are or shall be true, correct, complete, valid, and genuine; (e) Demands or notices shall be deemed conclusively to have been received and shall be effective on the earlier of the date on which same was personally delivered to the addressee thereof or on the third business day after the day on which such demands or notices were mailed to the address set forth below (or at such other address as such party shall specify to the other party in writing): If to the Borrower: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice-Chairman, President and Chief Executive Officer Hampton Roads Bankshares, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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Additional Agreements, Representations, and Warranties. 6.1 Owner hereby represents, warrants and agrees that: 6.1.1 demand, notice, protest and all demands and notices of any action taken by Pledgee except those expressly required herein are hereby waived; 6.1.2 Owner has full power and authority to execute and deliver this Agreement and the Note and to pledge the Collateral hereunder, that the Collateral is not subject to the interest of any person other than Owner, and that Owner will defend the Collateral and its proceeds or accessions against the claims and demands of all third persons; and 6.1.3 demands or notices may be given personally, by telegram, telecopy, or by mailing the same to Owner's address as indicated on the records of HMR Sweden, L.L.C. 6.2 Owner and Pledgee agree that: 6.2.1 "Pledgee" and "Owner" as used herein shall include the successors, receivers, trustees and assigns of those parties.
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Additional Agreements, Representations, and Warranties 
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Related to Additional Agreements, Representations, and Warranties

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Credit Agreement Representations and Warranties The representations and warranties contained in Article VI of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Article.

  • Covenants, Representations and Warranties 3.1 The Borrower ratifies, confirms and reaffirms, without condition, all the terms and conditions of the Agreement and the other Loan Documents and agrees that it continues to be bound by the terms and conditions thereof as amended by this Amendment; and, the Borrower further confirms and affirms that it has no defense, set off or counterclaim against the same. The Agreement and this Amendment shall be construed as complementing each other and as augmenting and not restricting the Bank's rights, and, except as specifically amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms. 3.2 The Borrower ratifies, confirms and reaffirms without condition, all liens and security interests granted to the Bank pursuant to the Agreement and the other Loan Documents, if any, and such liens and security interests shall continue to secure the indebtedness and obligations of the Borrower to the Bank under the Agreement, the Note and the other Loan Documents, including, but not limited to, all loans made by the Bank to the Borrower as amended by this Amendment. 3.3 The Borrower represents and warrants to the Bank that: (a) This Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable in accordance with its terms; (b) The execution and delivery of this Amendment by the Borrower and the performance and observance by the Borrower of the provisions hereof, do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; (c) The representations and warranties set forth within Article III of the Agreement continue to be true and correct in all material respects as of the date of this Amendment except those changes resulting from the passage of time; and (d) No material adverse change has occurred in the business, operations, consolidated financial condition or prospects of the Borrower since the date of the most recent annual financial statement delivered to the Bank, and no Event of Default or condition which, with the passage of time, the giving of notice or both, could become an Event of Default has occurred and is continuing. 3.4 The Borrower shall execute or cause to be executed and deliver to the Bank all other documents, instruments and agreements deemed necessary or appropriate by the Bank in connection herewith.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.