Representations and Covenants of AGC and AGC PRINCIPALS Clause Samples

The 'Representations and Covenants of AGC and AGC PRINCIPALS' clause sets out the specific statements of fact (representations) and ongoing promises (covenants) that AGC and its principals make to the other party in the agreement. Typically, this clause will require AGC and its principals to confirm matters such as their authority to enter into the contract, compliance with laws, and the absence of undisclosed liabilities, as well as to commit to certain actions or refrain from specific conduct during the term of the agreement. Its core function is to allocate risk and ensure transparency by holding AGC and its principals accountable for the accuracy of their disclosures and their adherence to agreed standards of conduct.
Representations and Covenants of AGC and AGC PRINCIPALS. In order to induce TALLMAN to enter into t▇▇▇ ▇greement and to complete the transaction contemplated hereby, AGC and its principal executive officers (hereinafter referred to as the "AGC PRINCIPALS", jointly and severally warrant and represent to TALLMAN that: (a) ▇▇▇▇▇▇zation and Standing AGC is a corporation duly organized, validly existing and in a good standing under the laws of the United Kingdom, is qualified to do business as a foreign corporation in every other state or jurisdiction in which it operates to the extent required by the laws of such states and jurisdictions, and has full power and authority to carry on its business as now conducted and to own and operate its assets, properties and business. Attached hereto as Exhibit "B" are true and correct copies of AGC's Certificate of Incorporation, amendments thereto and all current \by-laws of AGC. No changes thereto will be made in any of the Exhibit "B" documents before the closing. AGC has no subsidiaries except as listed or any investments or ownership interests in any corporation, partnership, joint venture or other business enterprise which is material to its business.
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Related to Representations and Covenants of AGC and AGC PRINCIPALS

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project: a. The Company is a business corporation duly formed and validly existing under the laws of the State of New York, has the authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection. d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, an in which an adverse result would in any way diminish or adversely impact on the Company’s ability to fulfill its obligations under this Agreement. e. The Company covenants that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property,

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

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  • 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

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows: