Representations; Covenants Sample Clauses

Representations; Covenants. (a) The Company agrees to indemnify and hold Baylor, its Affiliates and its respective officers, trustees, directors, employees, agents and representatives, harmless from any liabilities, costs and expenses including attorney’s fees and expenses), obligations to any third party or causes of action by any third party arising out of or related to any breach of the representations, warranties, covenants and agreements made by the Company herein. (b) Baylor agrees to indemnify and hold the Company, its Affiliates and their respective officers, trustees, directors, employees, agents and representatives, harmless from any liabilities, costs and expenses (including attorney’s fees and expenses), obligations to any third party or causes of action by any third party arising out of or related to any breach of the representations, warranties, covenants and agreements made by Baylor herein.

Representations; Covenants. (i) Each of the representations and warranties made by the Investor herein (including representations and warranties made in any schedule attached hereto, as applicable) shall be accurate in all material respects as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing. (ii) All covenants, agreements and conditions of the Investor contained in this Agreement to be completed prior to the Time of Closing shall have been performed or completed in all material respects by the Investor.

Representations; Covenants a. Nuclear Genco agrees that upon their issuance to Penn Power pursuant hereto, the Shares shall be fully paid and non-assessable and free and clear of any and all liens, claims, charges and encumbrances. b. Penn Power hereby undertakes and agrees that the Contributed Asset▇ ▇▇▇▇ be transferred to Nuclear Genco free and clear of the lien of the Indenture, dated as of November 1, 1945, between Penn Power and the First National Bank of the City of New York, now Citibank, N.A., as Trustee, as amended and supplemented, but may be subject to other liens, claims, liabilities and encumbrances, all of which Nuclear Genco agrees to accept and assume, except as otherwise provided herein. c. Nuclear Genco agrees to accept the assignment of the Transferred Liabilities, and all such other liabilities and obligations of Penn Power as may be associated with, or directly related to, the Contributed Assets including, without limitation, any decommissioning liabilities and obligations associated with the Contributed Assets and other liabilities as more specifically identified in the form of Assignment and Assumption Agreement attached as Annex C hereto (the "Assumed Liabilities"), which include, among other liabilities, liability for the decommissioning and decontamination of the Contributed Assets, management of spent nuclear fuel, and all environmental liabilities, as well as any liabilities associated with the ownership of the Contributed Assets from and after the Contribution Date, but otherwise exclude the liabilities and obligations associated with Penn Power's ownership of the Contributed Assets prior to the Contribution Date. Nuclear Genco hereby agrees fully to perform and discharge the Assumed Liabilities in a timely fashion. Nuclear Genco further agrees to indemnify and hold harmless Penn Power from and against any and all liabilities, actions, claims, damages, costs and expenses which Penn Power may suffer or incur as a result of Nuclear Genco's failure to perform the foregoing obligations. d. The parties acknowledge and agree that other than the Transferred Liabilities and the Assumed Liabilities, Penn Power shall retain and discharge all liabilities and obligations associated with, or directly relating to, the Contributed Assets arising out of Penn Power's ownership of the Contributed Assets prior to the Contribution Date, including, without limitation, any liability or obligation to fund the deficiency as of the Contribution Date in Penn Power's nuclear decom...

Representations; Covenants. Issuer hereby represents and warrants to and agrees with Grantee as follows: (a) Issuer has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement and all of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Issuer. This Agreement has been duly executed and delivered by Issuer and constitutes a valid and binding agreement of Issuer, enforceable against Issuer in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by equitable principles, whether such enforcement is sought in law or equity. (b) The execution and delivery by Issuer of this Agreement and the consummation of the transactions herein contemplated do not and will not violate or conflict with Issuer's Certificate of Incorporation or Bylaws, any statute, regulation, judgment, order, writ, decree or injunction applicable to Issuer (other than as may be effected by Grantee's ownership of Issuer Common Stock exceeding certain limits set forth by statute or regulation) or its properties or assets and do not and will not violate, conflict with, result in a breach of, constitute a default (or an event which with due notice and/or lapse of time would constitute a default) under, result in a termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Issuer under the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, or loan agreement or other agreement, instrument or obligation to which Issuer is a party, or by which Issuer or any of its properties or assets may be bound or affected. (c) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance upon the exercise of the Option a number of shares of Common Stock sufficient to satisfy the exercise of the Option in full, all of which Common Stock, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, e...

Representations; Covenants. The Executive represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which the Executive is bound, (b) the Executive is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement or any other agreement that conflicts with or inhibits this Agreement or any other agreement between the Executive and the Company, (c) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement shall be the valid and binding obligation of the Executive, enforceable in accordance with its terms and (d) the Executive has all licenses, consents and permits required by applicable laws, rules or regulations to perform the duties required of the Executive hereunder. The Executive agrees that the Executive will comply with all applicable laws, rules and regulations (including without limitation obtaining and maintaining any required licenses, consents or permits) in the performance of the Executive’s duties under this Agreement and with the Code of Conduct and other policies and procedures of the Company as in effect from time to time.

Representations; Covenants. All representations shall be true as of the Closing and all such representations shall survive the Closing for a period of one year except as otherwise set forth in Article VI (Remedies). All covenants shall survive indefinitely.

Representations; Covenants. 16.1 Distributor hereby represents and warrants to Supplier that, as of the Effective Date: (a) it is qualified and permitted to enter into this Agreement and that the terms of this Agreement do not conflict with and are not inconsistent with any other of its contractual obligations; (b) it is validly existing and in good standing under the laws of the United States, and has all necessary corporate power to perform its obligations under this Agreement and its financial resources are sufficient to enable it to perform all of its obligations under this Agreement; and (c) it has sufficient personnel and capacity to perform its obligations under this Agreement. 16.2 Supplier represents and warrants to Distributor that it has all requisite corporate power and authority to enter into this Agreement. Supplier is qualified and permitted to enter into this Agreement and that the terms of this Agreement do not conflict with and are not inconsistent with any other of its contractual obligations. 16.3 Distributor hereby covenants that Distributor: (a) shall store the Products in accordance with all Applicable Laws; (b) shall distribute and ship the Products within the Territory in accordance with all Applicable Law; (c) shall not sell any Product with an expired shelf life, and shall dispose of any such expired Product in accordance with all Applicable Law; (d) shall not adulterate or misbrand Products, or engage in any activity that could or does render Products adulterated or misbranded; and (e) shall maintain all necessary records for compliance with the terms of this Agreement and all Applicable Laws.

Representations; Covenants. The representations and warranties -------------------------- of the Seller contained in Section 3.1 of this Agreement shall be true and correct in all material respects at and as of the Closing Date and the Seller shall have duly performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Representations; Covenants. Each of the representations and warranties of Seller contained in this Agreement shall be true in all material respects when made and as of the Closing Date, in each case with the same effect as though such representations and warranties had been made on and as of the Closing Date (except that representations and warranties that are made as of a specific date need be true in all material respects only as of such date); each of the covenants and agreements of Seller to be performed on or prior to the Closing Date shall have been duly performed in all material respects; and Buyer shall have received at the Closing certificates to the foregoing effect, dated as of the Closing Date and executed on behalf of Seller.