REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. The Contracting Party represents and warrants to, and covenants with the Board as follows:
View SourceView Similar (18)
REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. The Contracting Party hereby represents and warrants, in favor of Ormat, as of the date hereof, that: (a) The Contracting Party (i) is a [ ] duly organized and validly existing under the laws of the State of [ ], and (ii) has all requisite power and authority to enter into and to perform its obligations hereunder and under the Assigned Agreement[s], and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby; (b) the execution, delivery and performance by the Contracting Party of this Consent and the Assigned Agreement[s] have been duly authorized by all necessary corporate or other action on the part of the Contracting Party and do not require any approvals, filings with, or consents of any entity or person which have not previously been obtained or made; (c) each of this Consent and the Assigned Agreement[s] is in full force and effect, has been duly executed and delivered on behalf of the Contracting Party by the appropriate officers of the Contracting Party, and constitutes the legal, valid and binding obligation of the Contracting Party, enforceable against the Contracting Party in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (d) there is no litigation, action, suit, proceeding or investigation pending or (to the best of the Contracting Party’s knowledge) threatened against the Contracting Party before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the performance by the Contracting Party of its obligations hereunder or under the Assigned Agreement[s]; (e) the execution, delivery and performance by the Contracting Party of this Consent and the Assigned Agreement[s], and the consummation of the transactions contemplated hereby and thereby, do or will not result in any violation of, breach of or default under any term of its formation or governance documents, or of any contract or agreement to which it is a party or by which it or its property is bound, or of any license, permit, franchise, judgment, injunction, order, law, rule or regulation applicable to it, other than any such violation,...
View SourceView Similar (3)
REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. 12 7.1. EXISTENCE AND QUALIFICATION 12 7.2. AUTHORITY, APPROVAL AND ENFORCEABILITY 12 7.3. NO VIOLATIONS 13 7.4. DISCLOSURE 13 7.5. CONTINUING NATURE OF REPRESENTATIONS 13
View SourceView Similar (2)
REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. If Contracting Party is a corporation, limited liability company, or any other entity organized and existing under state law, Contracting Party represents, warrants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of New Mexico, that it has all necessary power and has received all necessary approvals to accept this Agreement, and the individual executing the Agreement (if applicable) on behalf of Contracting Party has been duly authorized to act for and bind Contracting Party. Contracting Party warrants the goods and/or services furnished to be exactly as specified in the Agreement, free from defects in Contracting Party’s design, labor, materials and manufacture, and to be in compliance with any drawings or specifications incorporated herein and with any samples furnished by Contracting Party. All applicable UCC warranties, both express and implied, are incorporated herein.
View Source
REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. Contracting Party hereby states, as of the date hereof, that: (a) Contracting Party (i) is a municipal corporation duly formed and validly existing under the laws of the State of Minnesota, (ii) is duly qualified, authorized to do business and in good standing in the State of Minnesota, and (iii) has all requisite power and authority to enter into and to perform its obligations hereunder and under the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby; (b) the execution, delivery and performance by Contracting Party of this Consent and the Assigned Agreement have been duly authorized by all necessary corporate or other action on the part of Contracting Party and do not require any approvals, filings with, or consents of any entity or person which have not previously been obtained or made; (c) neither Contracting Party nor, to the best of Contracting Party’s knowledge, any other party to the Assigned Agreement, is in default of any of its obligations thereunder;
View Source
REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. The Contracting Party makes the following representations and warranties in favor of the Agent, which shall survive the execution and delivery of this Direct Agreement and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby:
View Source
REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. Contracting Party makes the following representations and warranties in favor of the Collateral Agent as of the date hereof.
View Source
REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. Contracting Party hereby represents and warrants, in favor of Secured Party, as of the date hereof, that: (a) Contracting Party is a corporation organized, validly existing and in good standing under the laws of the state of Georgia and has all requisite power and authority to enter into this Consent and the Assigned Agreements and perform its obligations hereunder and under the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by Contracting Party of this Consent and each Assigned Agreement (i) have been duly authorized by all necessary corporate or other action on the part of Contracting Party, (ii) do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of Contracting Party except such approvals or consents which have previously been obtained and are in full force and effect and (iii) do not require Contracting Party to obtain any permit, approval or consent from or make any filing with, or give notice to, any Governmental Authority, having jurisdiction over Contracting Party other than GPSC. (c) Each of this Consent and each Assigned Agreement is in full force and effect and constitutes the legal, valid and binding obligation of Contracting Party, enforceable against Contracting Party in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles. (d) To the best knowledge of Contracting Party, other than those referred to in this Consent, and those referred to in the Consent and Agreement dated June , 2013, between Contracting Party and Macquarie Bank Limited, Contracting Party (i) has not received written notice that any Assigned Agreement has been amended, supplemented or modified since the date of execution of such Assigned Agreement ; (ii) has not received written notice that any Assigned Agreement has been assigned by Lessee, and (iv) has not consented to any amendment, supplement or modification of any Assigned Agreement since the date of execution of each such Assigned Agreement or to any assignment by Lessee of any or all of its rights under any Assigned Agreement; (e) Contracting Party has not assigned any Assigned Agreement. (f) To the best knowledge of Contracting Party, it is not in default...
View Source

Related to REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows: