Operator Representations, Warranties and Covenants Clause Samples

The "Operator Representations, Warranties and Covenants" clause sets out the specific promises and assurances that the operator makes to the other party in a contract. This typically includes statements confirming the operator's legal authority to enter into the agreement, compliance with applicable laws, and the ongoing obligation to maintain certain standards or perform specific actions throughout the contract term. By clearly outlining these commitments, the clause helps ensure that the operator is both qualified and obligated to fulfill its contractual duties, thereby reducing the risk of disputes and providing a basis for recourse if the operator fails to meet its obligations.
Operator Representations, Warranties and Covenants. The Operator represents, warrants and covenants to AHS that as of the Effective Date and at all times during the Term: (a) there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Operator before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Operator, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement; (b) in respect of the Services to which the Workers Compensation legislation in the jurisdiction in which the Operator provides the Services applies, it is registered and in good standing in accordance with such legislation; and (c) this Agreement constitutes a legal, valid and binding obligation of the Operator enforceable against it in accordance with its terms.
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Operator Representations, Warranties and Covenants. (a) The Operator represents, warrants and covenants to the RHA that, as of the date of this Agreement, there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Operator before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Operator, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement. (b) The Operator represents, warrants and covenants to the RHA that, as of the date of this Agreement and at all times during the Term of this Agreement: (i) the Operator will exercise the standard of skill, care and diligence required by customarily accepted practices and procedures normally provided in the performance of comparable services at the time the Services were performed; (ii) from and after the commencement of the provision of the Services, the Operator shall be registered and in good standing with the Saskatchewan Workers’ Compensation Board in accordance with The Workers’ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇▇▇); (▇▇▇) this Agreement constitutes a legal, valid and binding obligation of the Operator enforceable against it in accordance with its terms; (iv) all Services supplied will be in accordance with all applicable specifications, descriptions and other requirements specified in this Agreement; (v) the Services will be performed in a professional manner and in accordance with good contemporary standards for use in the health care industry of Canada; and (vi) the Services shall satisfy any end product, quality, performance and productivity requirements set out in this Agreement.
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Operator Representations, Warranties and Covenants. The Operator represents, warrants and covenants to the RHA that as of the Effective Date, and at all times during the Term of this Agreement: (a) the Operator will exercise the standard of skill, care and diligence required by customarily accepted practices and procedures normally provided in the performance of comparable services at the time the Services were performed;‌ (b) there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Operator before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Operator, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement; (c) the Operator is registered and in good standing with the Saskatchewan Workers’ Compensation Board in accordance with The Workers’ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇▇▇); (▇) this Agreement constitutes a legal, valid and binding obligation of the Operator enforceable against it in accordance with its terms; (e) all Services supplied will be in accordance with all applicable specifications, descriptions and other requirements specified in this Agreement; (f) the Services will be performed in a professional manner and in accordance with good contemporary standards for use in the health care industry of Canada; and (g) the Services shall satisfy any end product, quality, performance and productivity requirements set out in this Agreement.
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Operator Representations, Warranties and Covenants. The Operator represents, warrants and covenants to the RHA that as of the Effective Date, there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Operator before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Operator, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement.
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Operator Representations, Warranties and Covenants. The Operator represents, warrants and covenants to the Township as follows: (a) The Operator is a corporation duly organized and validly existing in good standing in the State of New Jersey and is qualified and authorized to do business in the State of New Jersey. (b) The Operator has full power and authority to enter into this Agreement and to perform its duties and obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Operator, is enforceable in accordance with its terms and the authorization, execution, delivery and performance of this Agreement by the Operator will not violate any law, judgment, order, ruling or regulation applicable to the Operator and does not constitute a breach of or default under any agreement or instrument by which the Operator is bound. (c) The Operator (or the Operator's personnel, where appropriate) has or holds, and will continue to have or hold throughout the Term of this Agreement, all Permits necessary to operate, maintain and manage the System and required to be obtained by the Operator in accordance with this Agreement. (d) No litigation is pending or threatened against the Operator which would impair its ability to perform its duties and obligations under this Agreement. (e) At all times during the Term of this Agreement, the Operator shall keep the System free from any and all liens and encumbrances arising out of or in connection with (i) its operation, maintenance and management of the System, or (ii) any acts, omissions or debts of the Operator, the Guarantor, any of their subsidiaries, or any of their subcontractors. (f) At all times during the Term of this Agreement, the Operator and/or the Guarantor shall meet and maintain the Minimum Administrative Criteria, Minimum Financial Criteria and Minimum Technical Criteria.
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Operator Representations, Warranties and Covenants. The Operator represents, warrants and covenants to the RHA that as of the Effective Date, and at all times during the Term of this Agreement: (a) there is no action, proceeding or investigation pending or, to its knowledge, threatened against the Operator before or by any court, governmental department, commission, board, agency, person or domestic or foreign corporate body that may result in a material adverse change in the business condition, financial or otherwise, of the Operator, or that questions the validity of this Agreement, or any action taken or to be taken pursuant to or in connection with this Agreement; and (b) this Agreement constitutes a legal, valid and binding obligation of the Operator enforceable against it in accordance with its terms. The Operator also represents, warrants and covenants to the RHA that as of the Commencement Date, and at all times during the remainder of the Term of this Agreement, the Operator will be registered and remain in good standing with the Saskatchewan Workers’ Compensation Board in accordance with The Workers’ Compensation Act, 1979 (Saskatchewan).
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Related to Operator Representations, Warranties and Covenants

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that: (i) The Seller is a national banking association organized and validly existing and in good standing under the laws of the United States and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement; (ii) This Agreement has been duly and validly authorized, executed and delivered by the Seller and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights in general, as they may be applied in the context of the insolvency of a national banking association, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and by public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws; (iii) The execution and delivery of this Agreement by the Seller and the Seller's performance and compliance with the terms of this Agreement will not (A) violate the Seller's organizational documents, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Seller is a party or by which the Seller is bound, which violation, default or breach, in the case of either clause (iii)(B) or (iii)(C) might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the financial condition or the operations of the Seller or its properties (taken as a whole) or have consequences that would materially and adversely affect its performance hereunder; (iv) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the financial condition or the operations of the Seller or its properties (taken as a whole) or have consequences that would materially and adversely affect its performance hereunder; (v) The Seller is not a party to or bound by any agreement or instrument or subject to any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the ability of the Seller to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Seller of its obligations under this Agreement (except to the extent such consent has been obtained); (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions involving the Seller contemplated by this Agreement except as have previously been obtained, and no bulk sale law applies to such transactions; (vii) No litigation is pending or, to the Seller's knowledge, threatened against the Seller that would, in the Seller's good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by the Seller of its obligations under this Agreement; and (viii) For purposes of accounting under generally accepted accounting principles ("GAAP"), and for federal income tax purposes, the Seller will report the transfer of the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration contemplated by this Agreement. The consideration received by the Seller upon the sale of the Mortgage Loans to the Purchaser will constitute at least reasonably equivalent value and fair consideration for the Mortgage Loans. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of the Seller or on account of an antecedent debt. (b) The Seller hereby makes, on the date hereof and on the Closing Date, the representations and warranties contained in Schedule I and Schedule II hereto with respect to each Mortgage Loan, for the benefit of the Purchaser, which representations and warranties are subject to the exceptions set forth on Schedules III and IV. References in this Agreement to "Breach" mean a breach of any such representations and warranties made pursuant to this Section 3(b) with respect to any Mortgage Loan.

  • Additional Representations, Warranties and Covenants Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or other entity. Each party represents that it has full power and authority under applicable law, and has taken all action necessary to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement. Additionally, each party represents that this Agreement, when executed and delivered, shall constitute its valid, legal and binding obligation, enforceable in accordance with its terms. Plan Provider further represents, warrants, and covenants that: (a) it is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or is not required to be registered as such; (b) the arrangements provided for in this Agreement will be disclosed to the Plan Representatives; and (c) it is registered as a broker-dealer under the 1934 Act or any applicable state securities laws, or, including as a result of entering into and performing the services set forth in this Agreement, is not required to be registered as such. Distributor further represents, warrants and covenants, that: (a) it is registered as a broker-dealer under the 1934 Act and any applicable state securities laws; and (b) the Funds' advisors are registered as investment advisors under the Investment Advisers Act of 1940, the Funds are registered as investment companies under the 1940 Act and Fund Shares are registered under the Securities Act.