Representation and Covenant Clause Samples

Representation and Covenant a. Contractor represents and warrants that Contractor has complied with the tax laws of this state, and where applicable, the laws of Deschutes County, including but not limited to ORS 305.620 and ORS chapters 316, 317 and 318. b. Contractor covenants to continue to comply with the tax laws of this state, and where applicable, the laws of Deschutes County, during the term of this contract. c. Contractor acknowledges that failure by Contractor to comply with the tax laws of this state, and where applicable, the laws of Deschutes County, at any time before Contractor has executed the contract or during the term of the contract is and will be deemed a default for which Deschutes County may terminate the contract and seek damages and/or other relief available under the terms of the contract or under applicable law. 1. Contractor shall perform the following work:
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Representation and Covenant. The Company hereby represents and warrants that all shares issuable pursuant to this Warrant, when delivered pursuant to the terms hereof, shall be validly issued, fully paid and nonassessable and free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities laws. Further, the Company hereby covenants to reserve such number of authorized but unissued shares of Common Stock as needed for issuance pursuant to this Warrant.
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Representation and Covenant. The Company hereby covenants that all shares issuable upon exercise of this Warrant, when delivered upon such exercise, shall be validly issued, fully paid and nonassessable and free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities laws. Further, the Company hereby covenants to reserve such number of authorized but unissued shares of Common Stock as needed for issuance upon exercise of this Warrant.
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Representation and Covenant. Distributor hereby represents that as of the date hereof it is not in default in any respect under, and will not be in default in any respect but for the running of any applicable grace period under, any loan agreement or other agreement for the borrowing of money or capitalized leases (collectively referred to as the "Financing Agreements").
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Representation and Covenant. Licensee hereby represents and covenants that it has, consistent in all respects with the disclaimer in paragraph (a) of this Section 12.4, complied with and shall remain in compliance with the Prohibited Uses imposed in paragraph (b) of this clause. Licensee shall promptly report to Planet any violation of such prohibition of which Licensee may become aware. This representation and covenant shall survive the expiration or termination of this Agreement.
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Representation and Covenant. The Canadian Borrower represents and warrants that the registrations made against Bombardier Recreational Products Inc. listed on Schedule 5(b) to the Perfection Certificate relate solely to leased motor vehicles, and covenants and agrees to use its best efforts to obtain and deliver to the Administrative Agent an acknowledgement and confirmation from the secured party to such effect, or to cause the secured party to discharge its registrations against Inventory, in each case no later than thirty days after the date hereof. Notwithstanding anything to the contrary in this Agreement, until such time as the acknowledgement and confirmation or discharge referred to in the preceding sentence is obtained and delivered to the Administrative Agent, the Canadian Borrower shall not locate or hold any Inventory in the Province of Ontario.
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Representation and Covenant a. Subrecipient represents and warrants that Subrecipient has complied with the tax laws of this state, and where applicable, the laws of Deschutes County, including but not limited to ORS 305.620 and ORS chapters 316, 317 and 318. b. Subrecipient covenants to continue to comply with the tax laws of this state, and where applicable, the laws of Deschutes County, during the term of this contract. c. Subrecipient acknowledges that failure by Subrecipient to comply with the tax laws of this state, and where applicable, the laws of Deschutes County, at any time before Subrecipient has executed the contract or during the term of the contract is and will be deemed a default for which Deschutes County may terminate the contract and seek damages and/or other relief available under the terms of the contract or under applicable law. 1. Subrecipient shall perform the following work: a. Implement the attached Deschutes County Statewide Transportation Improvement Fund (STIF) Plan as adopted by Deschutes County, including administrative costs required to manage the plan and as included in the plan. Subrecipient shall implement priority projects identified by the Board of County Commissioners as referenced in Appendix A. The Subrecipient will also meet and report on the required performance metrics as outlined in the STIF plan. Starting July 1, 2023, The STIF and Special Transportation Fund (STF) programs are consolidated and referenced as “STIF.” 1.1. Subrecipient agrees to comply with and use the STIF Formula Funds in accordance with the terms of this Agreement including the terms and conditions of ORS 184.751 through 184.766, the provisions of OAR Chapter 732 Divisions 40 and 42, as may be amended, Deschutes County approved FY 2023-2025 STIF Plan, and any ODOT guidance documents pertaining to the Statewide Transportation Improvement Funds program, all of which are incorporated into and made part of this agreement. This agreement is subject to any agreements made between ODOT and Deschutes County regarding disbursement of the STIF Formula Funds, and shall be amended to incorporate those changes. 1.2. Subrecipient affirms that it has all the necessary policies and procedures in place to ensure compliance with OAR 732 Divisions 40 and 42, and to achieve the goals and outcomes described in the STIF Plan, including but not limited to program and project management; financial management; operations management, procurement, use and maintenance of equipment, records retention...
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Related to Representation and Covenant

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a)(except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.4, Section 5.14(b) (to the extent applicable) and Section 5.14(c) the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Survival of Representations and Covenants (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.