Covenants and Representations Clause Samples
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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.
Covenants and Representations. By accepting this award you hereby acknowledge that your duties to the Company require access to and creation of the Company’s confidential or proprietary information and trade secrets (collectively, the “Proprietary Information”). The Proprietary Information has been and will continue to be developed by the Company and its subsidiaries and affiliates at substantial cost and constitutes valuable and unique property of the Company. You further acknowledge that due to the nature of your position, you will have access to Proprietary Information affecting plans and operations in every location in which the Company (and its subsidiaries and affiliates) does business or plans to do business throughout the world, and your decisions and recommendations on behalf of the Company may affect its operations throughout the world. Accordingly, by accepting this award you acknowledge that the foregoing makes it reasonably necessary for the protection of the Company’s business interests that you agree to the following covenants in connection with (i) your involuntary separation from service, as defined under Treasury regulation §1.409A-1(n), other than for Cause, or (ii) your voluntary separation from service:
Covenants and Representations. Partner: (a) shall abide by the terms and conditions of, perform its obligations under, and meet the requirements set forth in, this Agreement, (b) shall not (i) disassemble, decompile or reverse engineer any of the Products, or otherwise attempt to discover any source code, structure, algorithms, sequence, organization or ideas underlying any of the Products (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited), (ii) sublicense, rent, lease, use for timesharing or service bureau purposes for third parties or otherwise provide temporary access to any Product or use any Product for the benefit of any third party, (iii) take any action contrary to any of the terms and restrictions in this Agreement, (iv) copy, modify or create derivative works of any of the Products, (v) publish or disclose any information or results relating to performance, performance comparisons or other “benchmarking” activities relating to any Product, (vi) obscure, alter, remove, or destroy any proprietary markings, restrictive legends, or intellectual property notices on any Product, (vii) access or use any Product for purposes of designing or developing a competing product or service, or (viii) authorize or permit any other person or entity to, directly or indirectly, do any of the foregoing, (c) shall comply with good business practices and all Applicable Laws relevant to this Agreement, including all laws and regulations that relate to Partner’s activities hereunder (including obtaining and maintaining any registrations or approvals required by Applicable Law), (d) represents and warrants that neither this Agreement nor the performance of any obligations or exercise of any rights under this Agreement is restricted by, in conflict with, ineffective under, requires registration or approval or tax withholding under, or affects Riverbed’s proprietary rights under, or will require any termination payment or compulsory licensing under, any Applicable Law of any country, group of countries or other governmental entity, (e) acknowledges and agrees that (i) any Software is not sold, but rather is licensed (without rights to sublicense) pursuant to the ▇▇▇▇ solely for the End User’s internal business use and in all cases strictly in accordance with the accompanying documentation and any other use restrictions applicable for that Product (including the terms and conditions set forth at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇_▇▇▇_▇▇...
Covenants and Representations. Pledgor agrees not to knowingly take any action which would adversely affect the value of the Collateral or which would encumber, dilute or cloud Pledgor's title or interest therein. Pledgor makes the following representations, warranties, and covenants:
(a) Pledgor is and will continue to be the owner of the Collateral, free of any liens, security interests or assignments other than the security interest created by this Agreement;
(b) Pledgor shall deliver to Secured Party and Secured Party shall retain physical possession of all stock certificates and other instruments and documents representing or evidencing any of the Collateral, which stock certificates shall be duly endorsed in blank;
(c) Pledgor will not modify or amend the instruments or documents constituting the Collateral, except as required by law, court order, or regulation, or make any compromise, adjustment, settlement or termination in connection therewith;
(d) Pledgor will at all times defend the Collateral against any and all claims of any person, adverse to the claims of Secured Party upon Secured Party's request;
(e) upon the occurrence of an Event of Default (as defined in paragraph 5 hereof and which is continuing) Pledgor will accept no payments, distributions or dividends on the Collateral and shall remit to Secured Party any payment or distribution received;
(f) Pledgor has the full power and authority to enter into this Agreement, and the persons executing this Agreement on behalf of Pledgor have been duly authorized to act on behalf of Pledgor in the execution hereof;
(g) other than Pledgor, there are no parties who assert any type of ownership interest whatsoever in the Shares;
(h) other than this Agreement, there are no agreements which impose any conditions or restrictions on the Shares;
2 3 (i) all of the Shares have been duly authorized, validly issued and are fully paid and non-assessable;
(j) Pledgor, as stockholder, shall not vote for, ratify, accept, accede to, or approve any proposed transaction concerning the Collateral which would have a material adverse effect on the rights of Secured Party hereunder; and
(k) The Shares represent one hundred percent (100%) of the issued and outstanding stock of MEMPHIS, and there are no agreements in effect which require or obligate MEMPHIS to issue any additional shares of stock of MEMPHIS and there are no outstanding options to purchase any shares of stock of MEMPHIS. There will be no agreements in effect which require or obligate ...
Covenants and Representations. As long as any Debentures remain outstanding, the Corporation hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Holders of the then Outstanding Debentures, as follows (unless and for so long as the Corporation and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the Outstanding Debentures, in which case the following provisions of this Article 5 shall not apply):
Covenants and Representations. Each Guarantor further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of the Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Credit Agreement, and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders that:
(a) Each Guarantor (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Guaranty and consummate the transactions contemplated hereby;
(b) Each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty;
(c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
(d) the execution, delivery and performance of this Guaranty by each Guarantor will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which such Guarantor is a party or by which any of such Guarantor's property or assets is subject, nor will such action result in any violation of the provisions of any applicable statute or any applicable order, rule or regulation of any court or Governmental Authority or body having jurisdiction over such Guarantor o...
Covenants and Representations. Notwithstanding anything to the contrary in this Agreement or otherwise, (i) CEOC, on behalf of itself and the Debtors, shall cause the Company to perform each obligations, covenant, undertaking and agreement in this Agreement, and to cause the Company’s representations and warranties in this Agreement to be true, complete and correct as of the times given and shall be liable for all obligations not satisfied or performed by the Company, (ii) all obligations, covenants, undertakings and agreements of the Preferred Backstop Investors to the Company shall apply only after the Company has been properly incorporated and formed in accordance with the Plan and (iii) the Company shall be deemed to give the representations and warranties with respect to itself and contained in Section 3 only on the Effective Date and on the date that it has been properly incorporated and formed in accordance with the Plan.
Covenants and Representations. Section 5.1 List of Holders. Parent shall furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company prior to the Effective Time (or other agent performing similar services for Parent or its Affiliates), the names, addresses, shareholdings and tax certification (T.I.N.) of the record holders of Shares eligible to receive CVRs pursuant to the Merger Agreement reasonably promptly following the Effective Time.
Covenants and Representations. As of the date hereof, and to the best of Seller's knowledge, Seller covenants, warrants and represents to Buyer the following:
10.1 Seller has obtained any consents from partners and/or shareholders required to permit the transactions contemplated by this Agreement including the sale of the Property to Buyer.
10.2 There is no pending or threatened litigation affecting the Property brought by or against Seller that would materially adversely affect Buyer except as set forth in EXHIBIT 7 attached hereto and made a part hereof. If Seller is served with process or receives notice that litigation relating to the Property has been commenced against it, Seller shall promptly notify Buyer. The provisions of this Section shall not apply to any litigation relating to the property involving personal injury or property damage(s) covered by insurance.
10.3 The Space Leases described in EXHIBIT 2 comprise all the Space Leases presently existing, and same have not been materially amended or modified except (if at all) as may be set forth in Exhibit 2. Seller has neither given nor received any outstanding, uncured notice of default to or from any Space Lease tenant. Following a date which is five (5) business days prior to the expiration of the Due Diligence Period (the "Cut Off Date"), and prior to Closing, Seller will not, without the prior written consent of Buyer(which Buyer agrees not to reasonably withhold or delay), cancel (except for default by a tenant) or materially amend any Space Lease, or enter into any new Space Lease or any Service Contract affecting the Property not cancelable on 30 days notice. On or prior to the Cut Off Date, Seller may take any of the foregoing actions without Buyer's consent, provided it delivers a copy of any new documentation evidencing same to Buyer not later than three (3) business days prior to the expiration of the Due Diligence Period.
10.4 Except as otherwise expressly provided herein, there are no contracts or agreements affecting the Property other than the Service Contracts, Space Leases and Permitted Exceptions; and there are no on-site employees or hired persons in connection with the management, operation or maintenance of the Property; and Buyer shall have no obligation, liability or responsibility with respect to charges, salaries, vacation pay, fringe benefits or like items subsequent to Closing, nor with any management or employment agreements with respect to the Property.
10.5 The signatories to this Agreement on be...
Covenants and Representations. Except as provided in Paragraph 6 below, Guest represents that Guest is at least eighteen (18) years of age and is of legal and sound mind to execute this Agreement. Guest acknowledges and represents that Guest has read each of the provisions contained in this Agreement, and Guest is fully aware of the legal consequences attendant to entering into this Agreement. Guest is fully aware of the potential dangers incidental to any hunting, fishing, and other activities for which Guest will participate in, on, or about the Property, including Guest’s potential exposure to dangerous conditions, and such risks and hazards including, but not limited to: poisonous snakes, insects, spiders, bees and wasps; blinds and tree stands; erosion and general condition of the Property, both on and off roadways and unpaved roads, creating rough, hazardous and dangerous driving and walking conditions; animals both wild and domestic that may be diseased and potentially dangerous; deep water; persons with firearms, both on or off the Property; bows and arrows, both on or off the Property; and the use of vehicles. Guest hereby assumes all such dangers, risks and hazards. ▇▇▇▇▇ further agrees to abide by all federal, state, and local laws and regulations and to the extent required by law, ▇▇▇▇▇ has successfully completed all hunter safety course(s). Guest covenants and warrants that Guest will care for and keep the Property clean and free from litter and other debris, including without limitation, all shotgun shells and bullet casings.