Miscellaneous Representations and Warranties Sample Clauses

Miscellaneous Representations and Warranties. In consideration of German American’s willingness to enter into this Agreement, Employee hereby makes the following representations and warranties to German American: Employee is aware, by signing this Agreement, that Employee is giving up the right to initiate a lawsuit or pursue other legal proceedings; Employee agrees to abide by the agreements and covenants contained herein; there are no other promises or representations which have been made to Employee related to the matters covered herein, except those contained in this Agreement; and this Agreement should be construed in accordance with and governed by the laws of the State of Indiana, regardless of the place of execution or performance.

Miscellaneous Representations and Warranties. (A) Seller agrees to conduct the business operations of the Property in the Seller's usual and normal manner until the Closing. Seller shall not, without the prior written consent thereto of Buyer, make (or permit) any physical change in the Property. (B) All bills and claims for labor performed and materials furnished to or for the benefit of the Property for all periods prior to the Closing date have been paid by Seller or will be paid by Seller as of the Closing. (C) (Intentionally Deleted) (D) Seller is not a "foreign person", as defined in the Internal Revenue Code. (E) The premiums are paid and current for replacement cost insurance policies on the Property and, to the best of Seller's knowledge, insurance policies are in full force and effect.

Miscellaneous Representations and Warranties. In consideration of CFC’s willingness to enter into this Release, Employee hereby makes the following representations and warranties to CFC: Employee is aware, by signing this Release, that Employee is giving up the right to initiate a lawsuit or pursue other legal proceedings; Employee agrees to abide by the Releases and covenants contained herein; there are no other promises or representations which have been made to Employee related to the matters covered herein, except those contained in this Release; and this Release should be construed in accordance with and governed by the laws of the Commonwealth of Kentucky, regardless of the place of execution or performance.

Miscellaneous Representations and Warranties. The Buyer: (1) consents to the placement of a legend on any certificate or other document evidencing the Purchased Shares substantially in the form set forth below; (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect the Buyer’s interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Purchased Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Purchased Shares; (iv) has had access to the SEC reports and registration statements of the Company in the SEC ▇▇▇▇▇ archives (the “SEC Reports”); (v) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Company that the Buyer has requested and all such public information is sufficient for the Buyer to evaluate the risks of investing in the Purchased Shares; (vi) has been afforded the opportunity to ask questions of and receive answers concerning the Company and its directors or officers and the terms and conditions of the issuance of the Purchased Shares; (vii) is not relying on any representations and warranties concerning the Company (or the Company Principal Shareholders) made by the Company or any director, officer, employee or agent of the Company, other than those contained in this Agreement or the SEC Reports; (viii) will not sell or otherwise transfer the Purchased Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (ix) understands and acknowledges that the Company (and the Company Principal Shareholders) is under no obligation to register the Purchased Shares for sale under the Securities Act or otherwise; (x) understands and acknowledges that the Purchased Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Company (or the Company Principal Shareholders) that has been supplied to the Buyer and that any representation to the contrary is a criminal offense; (xi) acknowledges that the repres...

Miscellaneous Representations and Warranties. (a) The business operations of the Project will be conducted in the usual and normal manner until the Closing. After the expiration of the Study Period, Seller shall not, without the prior written consent thereto of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned, make (or knowingly permit) any material physical change in the Project. (b) Prior to the expiration of the Study Period, Seller shall not, without the prior written consent thereto of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned, enter into any lease affecting the Project or alter, modify, terminate or renew any existing Lease. After the expiration of the Study Period, Seller shall not, without the prior written consent of Buyer, which consent may be withheld by Buyer for any reason or no reason at all, enter into any lease affecting the Project or alter, modify, terminate or renew any existing Lease. (c) Seller is not a "foreign person , as defined in the Internal Revenue Code. (d) The premiums are paid and current for the Insurance Policies and to the best of Seller's knowledge, the Insurance Policies are in full force and effect.

Miscellaneous Representations and Warranties. You agree, represent and warrant to PDV that: a. You will only use the Service for sending and receiving electronic messages in accordance with the terms hereof, and will not use the same in any manner that may degrade the performance or availability of the Service; b. You (and your Users) will access and use the Service and Site for lawful purposes only and in compliance with all applicable federal, state and local laws. You will be solely liable for any transmissions you (or your Users) send, receive, post, upload, access, store or otherwise make available via PDV’s network or through the Service (including the content of any communication), and that (i) PDV and third party Carrier have no control over the content of any transmission nor will they be liable for such content; (ii) you will not use your device, the Service or Software to create, post or distribute any images, sounds, messages or other materials that are defamatory, obscene, indecent, lewd, or otherwise objectionable, harassing, threatening, harmful, abusive, inflammatory, racist, malicious, fraudulent, libelous or invasive of privacy or publicity rights, nor (without limiting the foregoing) access or use the Service or the Site for any activity that may be considered or are unethical immoral, or harmful to minors, or to "spam" or send other such unsolicited mass e-mails messages or bulk instant messages for marketing or other purposes other than internal business use; c. You will not modify, translate, amend or otherwise alter the Service, Software or the Site or redistribute, encumber, sell, rent, lease or otherwise transfer any Service or portion of the Site; d. PDV retains all right, title and interest to its copyrights, trademarks and all other intellectual property rights associated with the Service, Software and the Site, and that you will not (and will not attempt to) copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or otherwise reverse engineer or create derivative works of or from, nor allow any third party to copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or otherwise reverse engineer or create derivative works of or from the Service, Site or Software, or other material provided under this Agreement for any purpose whatsoever; e. You will not remove or alter any logo, copyright notices and other proprietary legends, symbols, labels, watermarks, signatures or any other like marks from the Software or...

Miscellaneous Representations and Warranties. Debtor represents and warrants to Secured Party that (a) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in § 9-102(a)(34) of the UCC, and (b) Debtor holds no commercial tort claim.

Miscellaneous Representations and Warranties. 4.1 Each of the Settling Parties to this Agreement represents, and warrants, and agrees with, each other party hereto, as follows: (a) Each Settling Party represents and warrants that it is represented by counsel, and that it has received independent legal advice from said counsel with respect to the execution of this Agreement. This Agreement shall be considered jointly drafted, such that no provision in law or in equity whereby a document is construed against the drafter shall have any applicability in the enforcement of the terms herein. (b) Each Settling Party to this Agreement has made such investigation of the facts pertaining to the settlement as it deems necessary in order to enter into this Agreement. (c) The Settling Parties hereby represent and warrant to each other that they have not heretofore assigned or transferred, or purported to assign or transfer, to any person not a party hereto any of the claims, rights, and/or causes of action conveyed or released herein, or any part or portion thereof. The Settling Parties further agree to indemnify and hold each other harmless from and against any claim, demand, damage, liability, accounting, reckoning, obligation, cost, expense, lien, action or cause of action (including the payment of attorney’s fees and costs actually incurred, whether or not litigation has commenced) arising out of any such assignment or transfer in violation of this representation and warranty. (d) Each Settling Party or responsible officer or partner thereof has read this Agreement and understands the contents thereof. Any officer, trustee, or partner executing this Agreement on behalf of a Settling Party which is not a natural person represents that he or she is empowered to bind the party on whose behalf he or she is signing. (e) The Settling Parties acknowledge that this Agreement represents a good faith settlement of the claims against and between them in the Subject Action and that it is intended to bar all claims against any of the Settling Parties hereto related to the subject matter of this release, as provided by NRS 17.245. (f) The Settling Parties will execute all such further and additional documents as shall be reasonable, convenient, necessary or desirable to carry out the provisions of this Agreement. (g) The prevailing party in any action brought to enforce the terms of this Agreement shall be entitled to its attorney’s fees and costs incurred in enforcing this Agreement. (h) This Agreement shall be deemed to h...

Miscellaneous Representations and Warranties. City represents and warrants that: (i) it is a California charter city duly organized and existing under the laws of the State of California; (ii) by proper action of City, City has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; and (iii) the entering into this Agreement by City does not violate any provision of any other agreement to which City is a party.