REPRESENTATIONS OF THE DEPARTMENT Clause Samples

REPRESENTATIONS OF THE DEPARTMENT. The Department represents and warrants to and for the benefit of the Offeror with the intent that the Offeror will rely thereon for the purposes of entering into this Contract as follows:
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REPRESENTATIONS OF THE DEPARTMENT. SECTION 2.01. Representations of the Department 8 SECTION 2.02. Representations of the City 8 SECTION 2.03. Particular Covenants of the City 11 SECTION 2.04. Tax-Exempt Status of Department Debt Obligations 11
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REPRESENTATIONS OF THE DEPARTMENT. The Department represents and‌ covenants as follows: (a) The Department is authorized by the State Act to administer, operate and maintain the State Revolving Fund in full compliance with the Federal Act, as amended, and the requirements of the EPA promulgated thereunder. (b) The Department has complied with the provisions of the Federal Act and the State Act and all regulations thereunder with respect to the State Revolving Fund and has full power and authority to execute and deliver this Loan Agreement and to consummate the transactions contemplated hereby and perform its obligations hereunder. (c) The Department, by executive order of its Secretary, being the chief executive officer thereof, has authorized the execution, delivery and due performance of this Loan Agreement and the taking of any and all actions as may be required on the part of the Department to carry out, give effect to and consummate the transactions contemplated hereby and all approvals necessary in connection with the foregoing. (d) There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or threatened against or affecting the Department or to the best knowledge of the Department is there any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or which in any way would adversely affect the validity of this Loan Agreement or any agreement or instrument to which the Department is a party and which is used or contemplated for use in consummation of the transactions contemplated hereby. (e) The execution and delivery by the Department of this Loan Agreement and the consummation of the transactions contemplated hereby will not violate any indenture, mortgage, deed of trust, note, loan agreement, or other contract or instrument to which the Department is a party or by which it is bound, and to the best of the Department's knowledge any judgment, decree, order, statute, rule or regulation applicable to the Department and all consents, approvals, authorizations and orders of governmental or regulatory authorities which are required for the consummation of the transactions contemplated hereby have been obtained. (f) The Department has determined that the Project, subject to final review of the Plans and Specifications, is eligible for financial assistance from the State Revolving Fund, and the Project is listed on the State's priority list as required ...
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REPRESENTATIONS OF THE DEPARTMENT. The Department represents and warrants to and for the benefit of CONTRACTOR, with the intent that CONTRACTOR will rely thereon for purposes of entering into this Contract, as follows:
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REPRESENTATIONS OF THE DEPARTMENT. SECTION □.01.
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REPRESENTATIONS OF THE DEPARTMENT. The Department represents and covenants as follows:
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REPRESENTATIONS OF THE DEPARTMENT. SECTION 2.01. Representations of the Department 9 SECTION 2.02. Representations of the City 9 SECTION 2.03. Particular Covenants of the City 12 SECTION 2.04. Tax-Exempt Status of Department Bonds 12 SECTION 3.01. Terms of the Loan 13 SECTION 3.02. Issuance of Bonds 13 SECTION 3.03. Delivery of Documents 13 SECTION 3.04. Interest and Principal Payments 14 SECTION 3.05. Prepayment of Bonds 15 SECTION 3.06. Administrative Fee 15 SECTION 3.07. Manner of Repayment 15 SECTION 3.08. Disclaimer of Warranties and Indemnification 15 SECTION 3.09. Registration 16 SECTION 3.10. Lost, Destroyed or Improperly Cancelled Bonds 16
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Related to REPRESENTATIONS OF THE DEPARTMENT

  • Representations of the Company The Company represents and warrants to the Committee and the Trustee as of the date hereof: (i) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware; (ii) The Securities have been duly authorized and, when issued to and accepted by the Trust in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock; (iii) This Agreement has been duly authorized, executed and delivered by the Company and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company, and each constitutes a valid legally binding agreement of the Company enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and except as to the enforceability of the indemnification or contribution provisions contained therein; (iv) The issuance of the Securities to the Trust and the compliance by the Company with all of the provisions of the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, nor will such action result in any violation of the provisions of the Company’s Certificate of Incorporation, as currently in effect, or Bylaws, as amended, by the Company or the charter or bylaws or similar governing documents of any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties; (v) No commission within the meaning of Section 408(e)(2) of ERISA, brokerage fee or other charge will become due or payable in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, including the contribution of the Securities; (vi) It is not necessary in connection with the offer, sale and delivery of the Securities by the Company to the Trust to register the Securities under the Securities Act of 1933, as amended, or under the securities laws of any state, because the Securities are exempt from such registration; the Securities have not been so registered; and the Company is issuing the Securities to the Trust in reliance upon an exemption from such registrations. (vii) The Securities are qualifying employer securities (as defined in Section 407(d)(5)(B) of ERISA); and (viii) Immediately after the Trust acquires the Securities, the fair market value of the Securities held by the Plan, together with the fair market value of other employer securities and employer real property held by the Plan, does not exceed 10 percent of the fair market value of the assets of the Plan, as required by Section 407(a)(2) of ERISA.