Representations General Sample Clauses

Representations General. Each Party represents to the other Party continuing throughout the term hereof as follows: (i) there are no suits, proceedings, judgments or orders by or before any governmental authority that materially adversely affect its ability to perform this Agreement or the rights of the other Party hereunder, (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and it has the legal right, power and authority and is qualified to conduct its business, and to execute and deliver this Agreement and perform its obligations hereunder, (iii) the making and performance by it of this Agreement is within its powers, has been duly authorized by all necessary action on its part, (iv) this Agreement constitutes a legal, valid and binding act and obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending and (v) there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it. ●Title. Seller hereby warrants and defends title to Seller's Interest in and to the Committed Reserves, the Subject Leases, and Gas delivered by Seller to Buyer, including the right to sell the same, that except as expressly provided herein, no party other than Buyer has any first right of refusal or preferential purchase right pertaining to same, and that the same are free from all production burdens, Gas balancing or deferred production accounts, liens and adverse claims, actions or proceedings. Seller agrees to indemnify, defend and hold harmless Buyer against all Claims arising from or out of any adverse legal claims of any and all persons to or against the Committed Reserves, the Subject Leases, and Gas delivered hereunder or the proceeds from the sale thereof. In the event any such Claim is asserted, Buyer, in addition to all other remedies it may have at law or in equity, may withhold payments up to the amount of such Claim without interest liability. Such withholding of payments as security for the performance of Seller's obligations with respect to such Claim may continue until the Claim has been finally determined or Seller shall have furnished a bond satisfactory to Buyer.
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Representations General. Each Party represents to the other Party continuing throughout the term hereof as follows: (i) there are no suits, proceedings, judgments or orders by or before any governmental authority that materially adversely affect its ability to perform this Agreement or the rights of the other Party hereunder, (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and it has the legal right, power and authority and is qualified to conduct its business, and to execute and deliver this Agreement and perform its obligations hereunder, (iii) the making and performance by it of this Agreement is within its powers, has been duly authorized by all necessary action on its part, (iv) this Agreement constitutes a legal, valid and binding act and obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending and (v) there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it.
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Representations General. The representations and warranties set forth on Schedule 2 to this Agreement and the provisions of general application set forth on Schedule 3 to this Agreement are incorporated herein by reference and shall have the same force and effect as if set forth herein in their entirety.
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Representations General. Each party to this Agreement hereby represents and warrants to the other parties to this Agreement that (a) such party has all power and authority necessary to enter into this Agreement, to bind all parties, persons, or entities for whom such party acts, and to carry out and perform this Agreement according to its terms; (b) this Agreement is binding and enforceable upon such party; (c) no consent, approval, authorization, or order of, and no notice to, or filing with, any court, governmental authority, person, or entity is required for the execution, delivery, and performance by such party of this Agreement that has not been obtained; (d) the execution, delivery, and performance of this Agreement will not conflict or contravene any contract obligations that such party has; (e) such party is not relying on, and expressly disclaims the existence of or any reliance upon any oral or written representation, promise, statement, opinion, or other act or omission made to such party other than those expressly set forth in writing in this Agreement, such party has received all information that is material to such party related to this Agreement, and such party has had the benefit of counsel of such party's own choice and has been afforded the opportunity to independently review and understand this Agreement, with such party's chosen counsel; (f) the parties have entered into this Agreement freely and without duress after having independently consulted with their own counsel; and (g) this Agreement has been actually negotiated by and between the parties, is jointly drafted by their respective counsel, and shall not be construed against any party hereto.
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Representations General. By your written acceptance of this Agreement, you represent, warrant and agree that: (i) in no event will any of the services provided by you hereunder be primarily intended to result in the sale of any shares issued by the Fund; (ii) the compensation payable to you hereunder, together with any other compensation you receive from customers for services contemplated by this Agreement, will to the extent required be disclosed to your customers, and will not be excessive or unreasonable under the laws and instruments governing your relationships with your customers; and (iii) if you are subject to laws governing, among other things, the conduct of activities by federally chartered and supervised banks and other affiliated banking organizations, you will perform only those activities which are consistent with your statutory and regulatory obligations.
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Representations General. A. Representations and Warranties of ABTAC ABTAC hereby makes the following representations and warranties to PROVIDENT: (1) ABTAC has been duly organized and is validly existing as a corporation under the laws of the state of Delaware and is duly licensed where required as a "licensee" to conduct its business or is otherwise qualified in each state in which it transacts business and is not in default of such state's applicable laws, rules and regulations, except where the failure to so qualify or such default would not have a material adverse effect on its ability to conduct its business or to perform its obligations under this Agreement. (2) ABTAC has the requisite power and authority and legal right to execute and deliver the Agreement, engage in the transactions contemplated by the Agreement, and perform and observe those terms and conditions of the Agreement to be performed or observed by it hereunder. The person signing this Agreement, and any document executed pursuant to it, on behalf of ABTAC has full power and authority to bind ABTAC. The execution, delivery and performance of this Agreement, and the performance by ABTAC of all transactions contemplated herein, have been duly authorized by all necessary and appropriate corporate action on the part of ABTAC. (3) This Agreement been duly authorized and executed by ABTAC and is valid, binding and enforceable against ABTAC in accordance with its terms, except that such enforcement may be subject to, and automatically stayed by bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally, and the execution, delivery and performance by ABTAC of this Agreement do not conflict with any term or provision of (i) its certificate of incorporation or bylaws, (ii) any law, rule, regulation, order, judgment, writ, injunction or decree applicable to ABTAC of any court, regulatory body, administrative agency or governmental body having jurisdiction over ABTAC or (iii) any agreement to which ABTAC is a party or by which its property is bound. (4) No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by ABTAC of this Agreement. (5) There is no action, proceeding or investigation pending or, to the best knowledge of ABTAC, threaten...
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Representations General. Each Party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound
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Representations General. Seller represents that as of the Closing Date (a) there will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing payment of any loans assumed by Buyer and (b) assumed loans will not be in default. If any representation in this contract is untrue on the Closing Date, this contract may be terminated by Buyer and the ▇▇▇▇▇▇▇ money will be refunded to Buyer. All representations contained in this contract will survive closing. In addition, the Seller further confirms the representations set forth in that certain Investment Agreement attached hereto and incorporated by reference herein.
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Representations General 
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Related to Representations General

  • Representations and Warranties Generally The representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date and as otherwise specifically provided herein. Any certificate signed by a duly authorized representative of the Purchaser and delivered to the Company or to counsel for the Company shall be deemed to be a representation and warranty by the Purchaser to the Company as to the matters set forth therein.

  • Representations True Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus 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; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Representations, etc Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document or in any certificate delivered to the Administrative Agent or any Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or