Representations and Warranties Certain Covenants Clause Samples

Representations and Warranties Certain Covenants. Each of Assignor and Assignee hereby represents and warrants to the other party hereto that (i) the execution, delivery and performance of this Agreement by it are within its corporate powers, and have been duly authorized by all necessary corporate or other action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses, (iii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of any other party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement and (iv) it has obtained all consents and approvals of governmental authorities as may be applicable to it with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

Representations and Warranties Certain Covenants. Borrower hereby represents and warrants (which representations and warranties likewise shall be deemed to have been renewed by Borrower upon each Borrowing under the Credit Agreement) that: (i) Borrower has the complete and unconditional authority to pledge the Pledged Collateral; (ii) Borrower holds the Pledged Collateral free and clear of any and all liens, charges, encumbrances and security interests thereon (other than in favor of the Agent) and has good right, title and legal authority to pledge the Pledged Collateral in the manner contemplated herein; (iii) all membership interests or stock now owned or hereafter owned by Borrower and constituting or which will constitute Pledged Collateral hereunder is, or will be on date of pledge thereof, validly issued, fully paid and non-assessable; and (iv) no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (1) for the pledge by Borrower of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Borrower or (2) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with the exercise of such rights or remedies by laws affecting the voting, offering and sale of securities generally).

Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below). (b) Pledgor covenants that: (i) except for the Security Interest granted hereby and the security interests permitted under or otherwise contemplated hereby ("Permitted Encumbrances"), Pledgor will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Pledged Collateral, and will defend the Pledged Collateral against, and take such action as is necessary to remove, any such lien, and will defend the Security Interest against the claims and demands of all persons; and (ii) Pledgor shall advise the Secured Party promptly, in reasonable detail, of any lien or claim made or asserted against any of the Pledged Collateral; and of the occurrence of any other event which would have a material adverse effect on the enforceability of the Security Interest created hereunder. (c) Pledgor may, upon thirty (30) days prior notice to Secured Party, transfer a part of the Pledged Collateral to one or more persons if: (i) the person(s) acquiring such Pledged Collateral grant(s) to the Secured Party a pledge of such Pledged Collateral, on terms and conditions reasonably acceptable to the Secured Party; (ii) the ownership of such Pledged Collateral by such person(s) would not cause Pledgor to breach any of his covenants set forth herein or cause any Event of Default (or event that with giving of notice, lapse of time or both could constitute an Event of Default); and (iii) each such person is otherwise reasonably acceptable to the Secured Party. Pledgor shall not otherwise transfer, or consent to the transfer of, any of the Pledged Collateral.

Representations and Warranties Certain Covenants. The Assignor represents and warrants that:

Representations and Warranties Certain Covenants. (a) Representations and Warranties of Stone Coast. Stone Coast represents and warrants to the Client that: (i) It is duly organized and existing in good standing under the laws of its jurisdiction; (ii) It is empowered to enter into this Agreement and perform its duties and obligations under this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties and obligations under this Agreement; (iv) It has the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Stone Coast, enforceable against Stone Coast in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties. (b) Representations and Warranties of Client(s) and Manager. The Client and the Manager individually represent and warrant to Stone Coast that: (i) It is duly organized and existing and in good standing under the laws of its jurisdiction; (ii) It is empowered to enter into this Agreement and perform its duties under this Agreement; (iii) All requisite corporate or similar proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement; (iv) It is in compliance with all applicable laws and regulations, and any currently ongoing regulatory investigation, enforcement action or litigation involving the Client and/or the Manager which might materially impact the Client, the Manager or Interestholders has been disclosed to Stone Coast; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below) and 2 3 hereby agrees to be bound by the terms of the Plan as if such Plan were made a part of this Agreement.

Representations and Warranties Certain Covenants. 7.1. The ▇▇ ▇▇▇▇▇▇▇ (severally and only with respect to themselves), represent and warrant to the Acquirer that the respective Seller Warranties are true and correct as of the Execution Date and shall remain true and correct, as on the Execution Date and on the NR Closing Date, with the same effect as though made at that time. 7.2. The Cash Sellers and the Option Sellers (severally and only with respect to themselves), represent and warrant to the Acquirer that the respective Seller Warranties are true and correct as of the Execution Date and shall remain true and correct, as on the IR Cash Closing Date and on the OS Closing Date respectively, with the same effect as though made at that time. 7.3. The Acquirer represents and warrants to the Sellers that the Acquirer Warranties are true and correct as of the Execution Date and shall remain true and correct as on each of the NR Closing Date, the IR Cash Closing Date and the OS Closing Date, with the same effect as though made at that time. 7.4. Subject to Clause 7.6, the Promoter represents and warrants to the Acquirer that the Target Warranties are true and correct as of the Execution Date (subject to the disclosures set out in the Disclosure Schedule and the Updated Disclosure Schedule) and shall remain true and correct as of the NR Closing Date (subject to the disclosures set out under the Updated Disclosure Schedule and the NR Closing Date Disclosure Schedule) with the same effect as though made at that time. 7.5. Except as set out under Clause 7.6 below, each of the warranties of a Party under this Agreement shall be construed as a separate warranty and shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of the Agreement. 7.6. Each of the Target Warranties shall be separate and independent and shall be limited only by the specific disclosures set out in reference to the relevant Target Warranty in ANNEXURE A of this Agreement. The Acquirer and the Promoter agree that the Promoter shall have the right to update the disclosures set out in ANNEXURE A and provide the Acquirer with an updated Disclosure Schedule in relation to the Target Warranties provided as of the Execution Date, no later than November 30, 2020 (“Updated Disclosure Schedule”). Further, the Promoter shall also have the right to further update the Disclosure Schedule or the Updated Disclosure Schedule, as the case may be, no later than 3 (three) days prior to the NR Closing ...

Representations and Warranties Certain Covenants. 38 8.1 Mutual Representations and Warranties 38 8.2 Additional Representations and Warranties of Blueprint 39 8.3 No Debarment 40 8.4 Additional Covenants. 40 8.5 No Other Representations or Warranties. 41

Representations and Warranties Certain Covenants. Sections 10.1 (Term), 10.2 (Termination for Material Breach), 10.4 (Provisions for Insolvency), 10.5.1(b), 10.5.5 (Non-Exclusive Remedy) and 10.5.6 (Survival) (with respect to any Execution Date Terms); ARTICLE 11 (HSR Compliance); ARTICLE 12 (Dispute Resolution); and ARTICLE 13 (Miscellaneous) (the “Execution Date Terms”). All other provisions of this Agreement will not become effective until the Effective Date. Upon the request of either Party, the Parties will memorialize the Effective Date, as defined in Section 1.25, in a written document for the Parties’ records.