Representations and Warranties of Applicant Clause Samples

Representations and Warranties of Applicant. Applicant represents and warrants that:- (a) it is validly existing under the laws of the jurisdiction in which it is organised, (b) its execution, delivery and performance of this Agreement are within its powers, have been duly authorised, do not contravene any contract binding on or affecting it or any of its properties, do not violate any applicable law or regulation, and (except for any notice, filing or other action to or by any governmental authority disclosed to Citibank in writing on or prior to the date of the Application) do not require any notice, filing or other action to or by any governmental authority, (c) this Agreement represents its legal, valid and binding obligations and enforceable in accordance with its terms; (d) none of Applicant nor any of its parents or subsidiaries, or any of their respective directors, officers or employees, or, to the knowledge of Applicant, after due and careful inquiry, any of their respective agents, Affiliates or representatives:- (i) is a Sanctioned Person or conducts any business, activities or transactions of, with or involving a Sanctioned Person or a Sanctioned Jurisdiction; (ii) will, directly or indirectly, use any part of any proceeds under this Agreement or lend, contribute or otherwise make available such proceeds: (a) to fund or facilitate any activities or business of or with any person that at the time of such funding or facilitation, is a Sanctioned Person, (b) to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction, (c) in any manner that would result in a violation by any person of Sanctions, or (d) in violation of applicable law or regulation (including Anti-Corruption Laws and Anti-Money Laundering Laws); (iii) will otherwise perform this Agreement, or any activities, transactions or services contemplated by this Agreement in any manner that would result in a violation by any person of Sanctions or in violation of any applicable law or regulation (including Anti-Corruption Laws and Anti-Money Laundering Laws); (e) Applicant and its parents and subsidiaries are conducting and will continue to conduct their respective operations and business (including its performance under this Agreement and any activities, transactions or services contemplated by this Agreement) in compliance with Anti-Money Laundering Laws and Anti-Corruption Laws; (f) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Ap...

Representations and Warranties of Applicant. Applicant hereby represents and warrants as follows: (a) Applicant has the requisite power and authority under its organizational documents to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transaction contemplated by this Agreement, and has taken any necessary action to authorize the execution and delivery of this Agreement, the performance of its obligations under this Agreement and the consummation of the transaction contemplated by this Agreement and is otherwise in material compliance with applicable Law. (b) Applicant is not an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA or a “plan” as defined in Section 4975(e) (1) of the Code which is subject to Section 4975 of the Code, and the assets of Applicant do not constitute “plan assets” of one or more such plans for purposes of Title I of ERISA or Section 4975 of the Code. (c) Applicant is not a “governmental plan” within the meaning of Section 3(32) of ERISA and transactions by or with Applicant are not subject to any laws regulating investments of and fiduciary obligations with respect to governmental plans. (d) Applicant is not in violation of any Anti-Terrorism Laws, is not a Prohibited Person as defined under the Anti-Terrorism Laws and is not identified as a “specially designated national and blocked person” on the OFAC List. (e) The Loan proceeds will not be used for any illegal purposes and no portion of the Property has been acquired with funds derived from illegal activities. To Applicant’s knowledge, no interest in Applicant has been acquired with funds derived from illegal activities. (f) Applicant covenants and agrees to deliver to Lender any certification or other evidence requested from time to time by Lender in its sole discretion to confirm Applicant’s compliance with Anti-Terrorism Laws.

Representations and Warranties of Applicant. The Applicant represents and warrants in favour of NGen as follows: (a) if the Applicant is a corporation, it is duly incorporated, amalgamated or continued, and existing, under the laws of the jurisdiction of its incorporation, amalgamation or continuance, and has all necessary corporate power and capacity to enter into and perform its obligations in respect of the project or initiative contemplated under the Application; (b) the Applicant has taken all necessary action to authorize the execution and delivery by it of its obligations under the Application, and the project or initiative contemplated under the Application; and (c) the performance of the obligations of the Applicant with respect to the project or initiative contemplated under the Application, do and will not breach or result in a default under (i) any of its constating documents; (ii) any applicable law to which it is subject; or (iii) any contract or covenant by which it is bound.

Representations and Warranties of Applicant. Each of the Applicants represents and warrants in favour of NGen as follows: (a) if the Applicant is a corporation, it is duly incorporated, amalgamated or continued, and existing, under the laws of the jurisdiction of its incorporation, amalgamation or continuance, and has all necessary corporate power and capacity to enter into and perform its obligations in respect of the Project or Initiative contemplated under the Application; (b) the Applicant has taken all necessary action to authorize the execution and delivery by it of its obligations under the Application, and the Project or Initiative contemplated under the Application; (c) the performance of the obligations of the Applicant with respect to the Project or Initiative contemplated under the Application, do and will not breach or result in a default under (i) any of its constituting documents; (ii) any applicable law to which it is subject; or (iii) any contract or covenant by which it is bound; (d) the Project is not a “designated project” or a “project” under the Impact Assessment Act (S.C. 2019, c. 28), and the Applicants will ensure that the Project does not become a “designated project” under the Impact Assessment Act; and (e) the Applicant is in compliance with Sanctions; and neither the Applicant nor any of its officers or directors is a Designated Person; and the Applicant will conduct its business at all times in compliance with Sanctions. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the Government of Canada (under the Special Economic Measures Act (S.C. 1992, c.17) or otherwise). “Designated Person” means a person that is (i) designed under the Special Economic Measures Act, or (ii) listed on any other Sanctions-related list maintained by the Government of Canada, or (iii) listed on any other Sanctions-related list or is a “designated person” under any applicable Canadian law.

Representations and Warranties of Applicant. On the date hereof and on the date of any LC Event, Applicant makes to Goldman the representations and warranties set forth in Article III of the Credit Agreement with each reference therein to “this Agreement”, “hereunder”, “hereof” and words of like import referring to the Credit Agreement being deemed to be a reference to this Agreement and defined terms therein being deemed, mutatis mutandis, to be a reference to this Agreement and the corresponding defined terms herein.

Representations and Warranties of Applicant. In connection with Applicant’s application for purchase of a Membership, Applicant hereby makes to the Club the representations and warranties contained in this Section 11. Applicant acknowledges and agrees that the Club is relying upon Applicant’s representations and warranties contained in this Section 11 with respect to compliance by the Club with applicable laws and with respect to other relevant matters. The Club considers each representation and warranty of Applicant contained in this Section 11 to be material, the breach of any of which by Applicant shall be deemed by the Club to be a material breach of this Agreement.

Representations and Warranties of Applicant. The Applicant hereby represents that:

Representations and Warranties of Applicant. The Applicant represents, warrants and covenants to Issuer that (a) it is duly organized, validly existing and in good standing; (b) it has the power to execute, and deliver and perform this Agreement; (c) the execution, delivery and performance of this Agreement has been duly authorized by all requisite action; (d) the execution, delivery and performance of this Agreement will not violate any provision of law, or of any court or other agency of government, the articles of incorporation of the Applicant, or any indenture, agreement or other instrument to which it is a party, or by which it is bound, or be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property of the Applicant (other than in Issuer's favor) or the acceleration of any of the Obligations; (e) the Applicant has heretofore furnished to Issuer such financial information as required in Section 8.1 of the Revolving Credit Agreement; and (f) there has been no material adverse change in the condition, financial or otherwise, of the Applicant since the date of the most recent financial statement.

Representations and Warranties of Applicant. On the date hereof and on the date of any LC Event, Applicant makes to Citibank the representations and warranties set forth in Article III of the Credit Agreement with each reference therein to “this Agreement”, “hereunder”, “hereof” and words of like import referring to the Credit Agreement being deemed to be a reference to this Agreement.