Additional Representations and Covenants Clause Samples
The "Additional Representations and Covenants" clause requires one or both parties to make further assurances about their status, actions, or obligations beyond the standard representations and warranties. This clause may include promises such as maintaining certain licenses, complying with specific laws, or refraining from particular activities during the contract term. Its core function is to provide extra protection and clarity by ensuring that both parties meet ongoing or special requirements, thereby reducing the risk of misunderstandings or breaches.
Additional Representations and Covenants. Each party represents and covenants to the other party (which representations and covenants will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Credit Support (or, in the case of after-acquired Eligible Credit Support, at the time the other party or its agent acquires rights therein), and which covenants will be deemed to apply at all times) that with respect to the issuance, renewal, substitution, or increase (as the case may be) of a Letter of Credit, such Letter of Credit is the legal, valid, and binding obligation of the issuer thereof, enforceable in accordance with its terms.
Additional Representations and Covenants. (a) Subordinate Mortgagee represents and warrants that each of the following is true:
i. Subordinate Mortgagee is now the owner and holder of the Subordinate Loan Documents.
ii. The Subordinate Loan Documents are now in full force and effect.
iii. The Subordinate Loan Documents have not been modified or amended.
iv. No Subordinate Deed of Trust Default has occurred.
v. The current unpaid principal balance of the Subordinate Indebtedness is [$ ].
vi. No scheduled annual payments under the Subordinate Note have been prepaid.
vii. None of the rights of Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by way of subrogation, indemnification or otherwise.
(b) Without the prior written consent of Funding Lender in each instance, Borrower will not do any of the following:
i. Amend, modify, waive, extend, renew, or replace any provision of any of the Subordinate Loan Documents to the extent such modification would have a material adverse affect on Senior Lender or the Senior Indebtedness.
ii. Request that the Subordinate Mortgagee take any action which has the effect of increasing the Subordinate Indebtedness.
iii. Take any action concerning environmental matters affecting the Mortgaged Property.
(c) Subordinate Mortgagee will deliver to Funding Lender a copy of each Notice received or delivered by Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with Subordinate Mortgagee’s delivery or receipt of such Notice. Funding Lender will deliver to Subordinate Mortgagee in the manner required in Section 5(b) a copy of each Notice of a Senior Mortgage Default delivered to Borrower by Funding Lender. Neither giving nor failing to give a Notice to Funding Lender or Subordinate Mortgagee pursuant to this Section 4(c) will affect the validity of any Notice given by Funding Lender or Subordinate Mortgagee to Borrower, as between Borrower and such of Funding Lender or Subordinate Mortgagee as provided the Notice to Borrower.
(d) Without the prior written consent of Funding Lender in each instance, Subordinate Mortgagee will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding.
Additional Representations and Covenants. You represent and warrant that you have not filed any civil action, suit, arbitration, administrative charge, or legal proceeding against any Released Party nor have you assigned, pledged, or hypothecated as of the Effective Release Date your claim to any person and no other person has an interest in the claims that you are releasing. You also agree that should any person or entity file or cause to be filed any civil action, suit, arbitration, administrative charge or other legal proceeding seeking equitable or monetary relief concerning any claim released by you herein, you shall not seek or accept any personal relief from or as the result of such civil action, suit, arbitration, administrative charge or other legal proceeding.
Additional Representations and Covenants. In addition to the representations and warranties set forth in Paragraph 10 of the Agreement, each of the parties hereto further represents, warrants and covenants to the other (which representations, warranties and covenants shall be deemed to be repeated by such party on the Purchase Date for any Transaction) that:
(a) It has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any advice, counsel, or representation of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to expected results of that Transaction.
(b) It is capable of assessing the merits of (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks (economic and otherwise) of that Transaction. It is also capable of assuming, and assumes, the risks of each Transaction.
(c) The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.
(d) No material adverse change in such party’s financial condition has occurred since the date of the most recent financial statements furnished by such party to the other party, and such financial statements are complete and correct and fairly present such party’s financial condition and results of operations as at and for the period ended on the date thereof, all in accordance with generally accepted accounting principles and practices applied on a consistent basis.
(e) It is not, and after giving effect to the Transactions contemplated by the Agreement will not be, required to register as an “investment company” (within the meaning of the Investment Company Act of 1940, as amended).
(f) Each proposed mortgage loan for a Transaction shall be an Eligible Mortgage Loan. Each proposed mortgage loan for a Transaction shall be a Qualified Mortgage. The Seller hereby agrees that it shall, within five (5) Business Days of notice thereof, repurchase, for the applicable Repurchase Price therefor, a Purchased Asset if such Purch...
Additional Representations and Covenants. (a) Party B Representations Party B represents to Party A that (1) as of the Trade Date hereof, it is not in possession of any material non-public information with respect to itself; (2) as of the Trade Date hereof, it is not entering into this Transaction for the purpose of manipulating the market price or value of the Shares; (3) as of the Trade Date hereof, no "restricted period" for purposes of Rule 102 of Regulation M under the Securities Exchange Act of 1934 (respectively, "Regulation M" and the "Exchange Act") and no tender offer for Shares (whether by Party B or any other third party) is in effect or (or in the case of a tender offer by Party B) has been in effect within the preceding ten Business Days; and (4) it is entering into this Transaction in connection with its Share repurchase program which was most recently approved by its board of directors on March 1, 1999 and most recently publicly announced on March 2, 1999, solely for the purposes stated in such board resolution and public disclosure.
Additional Representations and Covenants. Each of MAS, LumiCyte and ▇▇▇▇▇▇▇▇ further represents and covenants that, after due inquiry by its directors and officers (in the case of MAS and LumiCyte), as of the Execution Date, upon execution and delivery of the Assignment Agreement and Exclusive License Agreement by all Parties, it (in the case of MAS and LumiCyte) or he (in the case of ▇▇▇▇▇▇▇▇), respectively, has not retained, does not have and shall not exploit any commercial or non-commercial rights in or under any Baylor Technology, Improvement, Licensed MAS Technology or Assigned Technology (including any patent, copyright and trade secret rights with respect to any of the foregoing). For clarity, nothing herein or in the Exclusive License Agreement, Assignment Agreement or any MAS Agreement (as amended pursuant to Article 2 of the Assignment Agreement) shall prevent MAS, LumiCyte or ▇▇▇▇▇▇▇▇ from exploiting the Baylor Technology, any Improvement, or any Licensed MAS Technology, respectively, to the extent that a non-licensed Third Party would have the right to do so.
Additional Representations and Covenants. The Placement Agent represents, warrants and agrees that since December 8, 2004 it has not (i) engaged in any short selling or short sales “against the box” in the Company’s securities, (ii) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934, as amended, with respect to the Company’s securities, or (iii) engaged in any purchase or sale, or made any offer to purchase or offer to sell, derivative securities relating to the Company’s securities, whether or not issued by the Company, such as exchange traded options to purchase or sell the Company’s securities (“puts” and “calls”). The Placement Agent further covenants with the Company that, for a period of twelve (12) months following the date of this Agreement, it shall not engage in any such activities set forth in clauses (i) through (iii) above with respect to the Company’s securities.
Additional Representations and Covenants. On the basis of the laws and international treaties of the Republic of Azerbaijan (e.g. the Law of the Azerbaijan Republic No 535IQ of 1998) Operator requires the Customer to make certain representations and covenants and accordingly, the Customer agrees that transshipment of Customer’s Cargo transported under the terms of the this Agreement through the territories of Azerbaijan and/or Georgia to the Redelivery Point and onwards to its final destination shall be expressly subject to the following representations and covenants:
Additional Representations and Covenants. Each Obligor, as of the Amendment Number Four Closing Date, makes the following representations and warranties solely with respect to this Amendment and any Loan Document to which such Obligor is a signatory:
Additional Representations and Covenants. (a) Without the prior written consent of the Bank, which consent will not be unreasonably withheld, conditioned or delayed, OHCS in each instance, shall not
(i) amend, modify, waive, extend, renew or replace any provision of any of the Property Financing Agreements to which it is a party, or (ii) in the case of the LIFT Loan, pledge, assign, transfer, convey, or sell any interest in the LIFT Loan; or (iii) accept any payment on account of the LIFT Loan other than the payment of interest or principal then due and payable; or (iv) take any action which has the effect of increasing the outstanding amount of the LIFT Loan, or (v) appear in, defend or bring any action to protect OHCS’s interest in the Property, or (vi) take any action concerning environmental matters affecting the Property. The Bank is permitted to amend, modify, waive, extend, renew or replace any provision of the Bank Loan Documents without the prior approval of any party (other than Borrowers). The Bank shall provide written notice to OHCS of any material amendment to any of the Property Financing Documents to which it is a party.
(b) OHCS shall deliver to the Bank a copy of each notice received or delivered by OHCS pursuant to the LIFT Loan Documents, or in connection with the LIFT Loan, simultaneously with its delivery or receipt of such notice. The Bank shall deliver to OHCS in the manner required in Section 14 a copy of each notice of an Event of Default delivered to the Borrowers by the Bank. Neither giving nor failing to give a notice to the Bank or OHCS pursuant to this Section 13(b) shall affect the validity of any notice given by the Bank or OHCS to the Borrowers as provided in this Agreement.
(c) Without the prior written consent of the Bank, OHCS in each instance, will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, OHCS shall not vote affirmatively in favor of any plan of reorganization or liquidation unless the Bank has also voted affirmatively in favor of such plan.
(d) Whenever the Property Financing Documents give OHCS approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to the Bank pursuant to the Bank Loan Documents or otherwise, the Bank’s approval or consent or failure to approve or consent, as the case may be, shall be binding on OHCS. None of the other provisions of this Section are...