Agreements and Representations Sample Clauses

The "Agreements and Representations" clause sets out the specific promises and factual statements each party makes to the other within a contract. Typically, this clause details what each party affirms to be true at the time of signing, such as having the authority to enter the agreement or that certain conditions have been met. By clearly stating these assurances, the clause helps establish a foundation of trust and accountability, reducing the risk of misunderstandings or disputes about the parties' obligations and the facts underlying the agreement.
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Agreements and Representations. (a) Pending the issuance of the EDC Bonds and the designation of the Project Site as an economic revitalization area as described herein, the Developer agrees to proceed with due diligence to complete the acquisition of the Project Site. The Developer represents that its execution of this MOU has been duly authorized by valid corporate action of the Developer’s governing body. (b) The Town agrees to cooperate with the Developer in causing applicable public and private entities to provide required utility service (electric, gas, water, sewer and data) to the Project at their respective legally approved rates. (c) The Town and Commission represent that execution of the MOU has been duly authorized by all required corporate action of the respective governing bodies.
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Agreements and Representations. The Company agrees with each Underwriter that: (a) The Company will cause each of the Preliminary Prospectus and the Prospectus relating to the Offered Securities of the applicable Series to be filed in compliance with Rule 433 and Rule 424 under the Act, respectively, and, if necessary, within 4 days of the applicable Closing Date, will file a report on Form 8-K setting forth specific information concerning the Trust Assets and will promptly advise each Underwriter when such Preliminary Prospectus and such Prospectus as so supplemented have been so filed, and prior to the termination of the Offering to which such Preliminary Prospectus and Prospectus relate also will promptly advise each Underwriter (i) when any amendment to the related Registration Statement specifically relating to such Offered Securities shall have become effective or any further supplement to such Preliminary Prospectus or such Prospectus has been filed, (ii) of any request by the Commission for any amendment of such Registration Statement, Preliminary Prospectus or Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Company of any written notification with respect to the suspension of the qualification of such Offered Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will not file any amendment of the related Registration Statement or supplement to the related Preliminary Prospectus or Prospectus (other than any amendment or supplement specifically relating to one or more Series of asset-backed securities other than the Series that includes the related Offered Securities) unless (i) the Company has given reasonable notice to the Underwriters of its intention to file any such amendment or supplement, (ii) the Company has furnished the Underwriters with a copy for their review within a reasonable time prior to filing, and (iii) the Underwriters do not reasonably object to the filing of such amendment or supplement. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Securities of the applicable Series is required to be delivered under the Act, an...
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Agreements and Representations. It is understood that there are no ------------------------------ oral agreements or representations between the parties hereto affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements, or representations and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to this subject matter thereof, and none thereof shall be used to interpret or construe this Lease. There are no representations or warranties between the parties except as expressly set forth in this Lease, and all reliance with respect to same is solely upon the representations and agreements contained in this Lease.
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Agreements and Representations. A. Garvin's right to receive the Retirement Benefits set forth in S▇▇▇▇▇▇ ▇ ▇▇ove are specifically contingent on the following agreements and representations: (i) Garvin acknowledges and represents that he has no Company property ▇▇ ▇▇▇ possession or control. (ii) Without limiting the generality of Section 14.A hereof, Garvin represents, warrants and covenants that he has returned all ▇▇▇▇▇▇y credit cards, repaid all bonds, deposits and other amounts previously paid by or posted by the Company for Garvin's benefit, and returned all Company property. (iii) Garvin hereby acknowledges and reaffirms the provisions of Sections ▇, ▇ and 7 of the Employment Agreement, as amended hereby. (iv) Garvin represents that he has not violated the Employment Agreement ▇▇ ▇▇y applicable laws, rules or regulations. (v) Except as provided in Section 9, Garvin acknowledges that he has no right, title or interest in or t▇ ▇▇▇ intellectual property of the Company, including, but not limited to, any patent, trademark, trade dress, service mark, copyright, design or products and shall not assert any claim ▇▇▇▇eto. (vi) Garvin agrees that he will not solicit, encourage or otherwise caus▇ ▇▇▇ employee or consultant of the Company to terminate his/her employment or business affiliation with Company. (vii) Garvin agrees to assist the Company in connection with any legal ac▇▇▇▇, arbitration, administrative proceeding, investigation or other action in which he may be requested to testify, consult or otherwise collaborate with the Company, and in connection therewith, he will be compensated at the per diem rate of $750 (or a pro-rata portion of such amount for any partial days), plus reasonable expenses. (viii) Garvin represents that he has not filed any claims, complaints, cha▇▇▇▇ ▇r lawsuits (collectively "Actions") against the Company and any parent, subsidiary and related corporations and divisions of any of them, and the members, owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees and representatives of any of them with any governmental agency, arbitrator, or any court with respect to his employment or separation from employment, and that he will not do so at any time hereafter; provided, however, this clause shall not limit Garvin from filing a lawsuit for the sole purpose of enforcing his ▇▇▇▇▇▇ under this Agreement. (ix) Garvin acknowledges that Garvin has voluntarily terminated his empl▇▇▇▇▇▇ as an officer of t▇▇ ▇▇▇pany as of the Term...
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Agreements and Representations. Subject to the limitations set forth below in subsections a. and b., I hereby grant to Pro-Fac the right to repurchase all of my shares of Class B Common Stock and the Special Membership Interest issued to me pursuant to this Subscription Agreement, or otherwise owned by me, for an aggregate consideration of $5.00. Pro-Fac's right to exercise this repurchase right shall be conditioned only upon the following:
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Agreements and Representations. The Charity hereby agrees, certifies and represents that the Charity will use any contributions it receives from PERC, Inc. solely for charitable, scientific or educational purposes within the meaning of sections 170(c)(2)(B) and 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”).
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Agreements and Representations. (a) Pending the issuance of the EDC Bonds and the designation of the Project Site as a TIF Area as described herein, the Developer agrees to proceed with due diligence to complete the acquisition of the Project Site. The Developer represents that its execution of this MOU has been duly authorized by valid corporate action of the Developer’s governing body. (b) The City agrees to cooperate with the Developer in causing applicable public and private entities to provide required utility service (electric, gas, water, sewer and data) to the Project at their respective legally approved rates. (c) The City and the Commission represent that there are no obligations issued and outstanding secured by a pledge of tax increment revenues of the Economic Development Area. (d) The City and Commission represent that execution of the MOU has been duly authorized by all required corporate action of the respective governing bodies.
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Agreements and Representations 
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Related to Agreements and Representations

  • Covenants and Representations (1) Borrower represents and warrants that there have not been during the period of Borrower's possession of any interest in the Property and, to the best of its knowledge after reasonable inquiry, there have not been at any other times, any activities on the Property involving, directly or indirectly, the use, generation, treatment, storage or disposal of any Hazardous Substances except in compliance with Applicable Law (i) under, on or in the land included in the Property, whether contained in soil, tanks, sumps, ponds, lagoons, barrels, cans or other containments, structures or equipment, (ii) incorporated in the buildings, structures or improvements included in the Property, including any building material containing asbestos, or (iii) used in connection with any operations on or in the Property. (2) Without limiting the generality of the foregoing and to the extent not included within the scope of this Section 8.2(b), Borrower represents and warrants that it is in full compliance with Applicable Law and has received no notice from any Person or any governmental agency or other entity of any violation by Borrower or its Affiliates of any Applicable Law. (3) Borrower shall be solely responsible for and agrees to indemnify FINOVA, protect and defend FINOVA with counsel reasonably acceptable to FINOVA, and hold FINOVA harmless from and against any claims, actions, administrative proceedings, judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, attorneys' fees (including any fees and expenses incurred in enforcing this indemnity), consultant fees, expert fees, and other out-of-pocket costs or expenses actually incurred by FINOVA (collectively, the "Environmental Costs"), that may, at any time or from time to time, arise directly or indirectly from or in connection with: (i) the presence, suspected presence, release or suspected release of any Hazardous Substance whether into the air, soil, surface water or groundwater of or at the Property, or any other violation of Applicable Law, or (ii) any breach of the foregoing representations and covenants; except to the extent any of the foregoing result from the actions of FINOVA, its employees, agents and representatives. All Environmental Costs incurred or advanced by FINOVA shall be deemed to be made by FINOVA in good faith and shall constitute Obligations hereunder.

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • Recognition and Representation 1. The Union is the exclusive representative of all bargaining unit employees and has a right to be represented in negotiations, formal discussions, and meetings between employees and the Agency that concern conditions of employment, grievances, personnel policies and practices, or any other matter affecting general working conditions regardless of whether employees desire Union representation, to include during meetings conducted for the purpose of alternative dispute resolution (ADR) such as mediation. This may include Agency sponsored Committees/Meetings dealing with the above subjects. 2. The right to meet and confer will apply to all levels of management within the SCNG and within the Union, starting with the Union ▇▇▇▇▇▇▇ (if one is assigned) and the first level supervisor. It is the intent of the Parties to meet and confer at the lowest level for problem resolution. If the Parties at the initial point of contact feel resolution of a matter is outside their jurisdiction, the matter will be referred to a higher level. This includes Agency sponsored Committees/Meetings dealing with the subjects herein. 3. The Union’s right to be represented does not extend to informal discussions and meetings between an employee and the Agency. 4. The Agency shall recognize all Officers and Representatives designated by the Union, to include National Representatives. Upon request, the Union will provide the Agency, in writing, a list of all current Officers and Representatives, to include Stewards. 5. The Union’s primary point of contact for all matters is the designated State Representative, or any other representative appointed by the Union. The State Representative or designee will be given reasonable notice of and will be provided reasonable time to be present at meetings or formal discussions concerning any grievance, personnel policy or practice, or other general condition of employment. 6. The Agency shall not interfere in internal Union business. Internal Union business shall be conducted during non-duty hours, or while an employee is in a non-duty status. 7. The Agency agrees that there will be no restraint, interference, coercion, or discrimination against Union representatives as a result of performing their authorized duties under the Statute, and that no employee will be reassigned as a result of participating in protected activity. 8. To the extent that it does not interfere with Management’s Rights under Article 4, the Union, in consonance with its right to represent, may propose new policy, changes in policy, or resolutions to issues, involving conditions of employment or working conditions that are not covered by this Agreement. When the Union submits a proposal to the Agency IAW this Paragraph, the Parties have a duty to negotiate (to the extent that the subject is negotiable) and/or bargain the impact/implementation of said proposal IAW Section 6.3. 9. The LIUNA Local 1776 Business Manager, or their designated representative, is the only official authorized to reach final binding agreement on behalf of the Union concerning any workplace matter and regardless of whether the matter is covered by this Agreement. 10. Most of the information an employee shares with the Union is confidential, unless: a. The Union waives confidentiality; b. The Union reveals the information to someone other than a Union representative; or, c. If the Agency has an overriding need for the information or if it deems their need to know the information as a serious matter.

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

  • MARKETING AND REPRESENTATIONS 8.1 The Fund or its underwriter shall periodically furnish Insurance Company with the following documents, in quantities as Insurance Company may reasonably request: a. Current Prospectus and any supplements thereto; b. other marketing materials. Expenses for the production of such documents shall be borne by Insurance Company in accordance with Section 5.2 of this Agreement. 8.2 Insurance Company shall designate certain persons or entities which shall have the requisite licenses to solicit applications for the sale of Contracts. No representation is made as to the number or amount of Contracts that are to be sold by Insurance Company. Insurance Company shall make reasonable efforts to market the Contracts and shall comply with all applicable federal and state laws in connection therewith. 8.3 Insurance Company shall furnish, or shall cause to be furnished, to the Fund, each piece of sales literature or other promotional material in which the Fund, its investment adviser or the administrator is named, at least fifteen Business Days prior to its use. No such material shall be used unless the Fund approves such material. Such approval (if given) must be in writing and shall be presumed not given if not received within ten Business Days after receipt of such material. The Fund shall use all reasonable efforts to respond within ten days of receipt. 8.4 Insurance Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or any Series in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus, as may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund. 8.5 Fund shall furnish, or shall cause to be furnished, to Insurance Company, each piece of the Fund's sales literature or other promotional material in which Insurance Company or the Separate Account is named, at least fifteen Business Days prior to its use. No such material shall be used unless Insurance Company approves such material. Such approval (if given) must be in writing and shall be presumed not given if not received within ten Business Days after receipt of such material. Insurance Company shall use all reasonable efforts to respond within ten days of receipt. 8.6 Fund shall not, in connection with the sale of Series shares, give any information or make any representations on behalf of Insurance Company or concerning Insurance Company, the Separate Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as may be amended or supplemented from time to time, or in published reports for the Separate Account which are in the public domain or approved by Insurance Company for distribution to Contractholders or Participants, or in sales literature or other promotional material approved by Insurance Company. 8.7 For purposes of this Agreement, the phrase "sales literature or other promotional material" or words of similar import include, without limitation, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under National Association of Securities Dealers, Inc. rules, the Act or the 1933 Act.