REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS Sample Clauses
The "Representations, Warranties and Acknowledgments" clause sets out the statements of fact and assurances each party makes to the other regarding their authority, capacity, and the truthfulness of information provided in the agreement. In practice, this clause may require parties to confirm they have the legal right to enter into the contract, that all necessary approvals have been obtained, and that no undisclosed liabilities exist. Its core function is to allocate risk by ensuring both parties are entering the agreement based on accurate information and mutual understanding, thereby providing grounds for remedies if any statements prove false.
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. 11.1 Acknowledgments by DB Contractor
11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained Elements.
11.1.2 DB Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build Contract; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks.
11.1.3 DB Contractor shall not be entitled to (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.
11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents.
11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and ...
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. (a) The Buyer hereby represents and warrants to Seller that:
(i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) (other than, for the avoidance of doubt, the Other ASR Transaction) during the term of this Agreement;
(ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares;
(iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction;
(iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and
(v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to en...
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. (a) Issuer hereby represents and warrants to Dealer on the date hereof and on and as of the Initial Share Delivery Date that:
(i) (A) None of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares, and is entering into the Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of federal securities laws, including, without limitation, Rule 10b-5 under the Exchange Act and (B) Issuer agrees not to alter or deviate from the terms of the Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of the Agreement. Without limiting the generality of the foregoing, all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents) do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
(ii) The transactions contemplated by this Confirmation have been authorized under Issuer’s publicly announced program to repurchase Shares.
(iii) Issuer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities.
(iv) Issuer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) in violation of the federal securities laws.
(v) There have been no purchases of Shares in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by or for Issuer or any of its affiliated purchasers during each of the four calendar weeks preceding the Trade Date and during the calendar week in which the Trade Date occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18).
(vi) Issuer is as of the date h...
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. 21.1 Each party represents and warrants that:
(a) it has the full right and authority to enter into, execute, deliver and perform its obligations under this Agreement;
(b) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, creditors' rights and general equitable principles; and
(c) its execution of and performance under this Agreement shall not violate any applicable existing regulations, rules, statutes or court orders of any local, state or federal government agency, court or body.
(d) Subject to Section 21.2(d) below as to Pathnet, neither Party shall cause or permit any portion of its interest in the Customer Fibers or its interest in the Pathnet System to become subject to any material mechanics lien, materialmans' lien, vendor's lien or any similar lien whether by operation of law or otherwise. In the event either Pathnet or Customer breaches its obligations in this Section, it shall immediately notify the other in writing, shall promptly cause such lien to be discharged and released of record without cost to the other, and shall indemnify the other against all costs and expenses (including reasonable attorneys fees and court costs at trial and on appeal) incurred in discharging and releasing such lien; provided -------- that: (a) Pathnet and Customer shall each have the right to contest such lien or the validity thereof in good faith by appropriate proceeding which shall operate to prevent the collection or foreclosure of the contested lien; and (b) the contesting party shall cause any such lien to be discharged prior to the commencement of any foreclosure action on such lien.
21.2 Pathnet represents and warrants to Customer that:
(a) Pathnet has obtained all permits and other governmental and third-party approvals required for the installation of the Pathnet System and the performance of its obligations under this Agreement.
(b) In its ownership, operation and maintenance of the Pathnet System, Pathnet will comply with all applicable local, municipal, state or federal laws, orders and regulations.
(c) Notwithstanding anything to the contrary contained herein, that it has obtained, and shall maintain throughout the term, any and all rights of way, easements, licenses and other agreements relating to the grant of rights and interests, and/or access to the real property underlying the Pathnet System (including the Associated Conduit) and such ...
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. To induce the Agent and the Lenders party hereto to enter into this Agreement, each Loan Party hereby:
(a) represents and warrants that (i) as of the date hereof, both immediately before and immediately after giving effect to this Agreement, each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents to which it is a party is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated hereby; (ii) as of the date hereof, both immediately before and immediately after giving effect to this Agreement and the transactions contemplated hereby, no Event of Default has occurred and is continuing; (iii) such Loan Party has the corporate or other organizational power and is duly authorized to enter into, deliver and 53/Mammoth – Amendment No. 2 perform its obligations under this Agreement; and (iv) each of this Agreement and the Amended Credit Agreement constitutes a valid and binding agreement or instrument of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar Laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
(b) acknowledges and agrees that (i) all of the terms and conditions set forth in the Amended Credit Agreement and each and every other Loan Document executed in connection therewith or pursuant thereto, in each case, as modified by the terms of this Agreement, are incorporated herein by this reference as if set forth in full herein; (ii) except as expressly set forth herein, this Agreement is not intended, and should not be construed, as any kind of amendment, waiver, consent or other agreement related to, the Existing Credit Agreement or the other Loan Documents; (iii) exce...
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. AIM represents and warrants that it is acquiring the Shares for its own account for investment and not with any view to resale or further distribution thereof, and that it has no present intention to redeem any of the Shares. AIM acknowledges and agrees that in the event any of the Shares are redeemed prior to complete amortization by the Funds of their deferred organization expenses, the amount payable by the Trust upon redemption of such Shares shall be reduced by the pro rata share (based on the number of Shares redeemed and the total number of Shares then outstanding) of the unamortized organization expenses as of the date of such redemption.
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. (a) Each party hereto hereby represents and warrants to the other party hereto that it has full power and authority to enter into this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the Subject Party shall be binding upon the successors, assigns, heirs or personal representatives of the Subject Party.
(b) The Subject Party represents and covenants that, the Relevant Holder now has, or when the Relevant Series B Qualcomm Exchangeable Securities are received by the Relevant Holder, will have, and, except as contemplated by Section 2, will retain: (i) from the date hereof until and through to immediately prior to the Acquisition becoming Effective, good and marketable title to the Relevant Alphawave ExchangeCo Exchangeable Shares, free and clear of all liens, encumbrances and claims whatsoever (other than arising or as expressly permitted under the Alphawave Exchangeable Share Structure or this Agreement); and (ii) from the date of receipt of the Relevant Qualcomm Series B Exchangeable Securities until and through the Final Release Date, good and marketable title to the Relevant Qualcomm Series B Exchangeable Securities, free and clear of all liens, encumbrances and claims whatsoever (other than arising or as expressly permitted under the Qualcomm Exchangeable Share Structure or this Agreement).
(c) The Subject Party understands that the Subject Party’s entry into this Agreement is a condition to the entitlement of the Subject Party and the Relevant Holder to receive from Qualcomm or any of its Subsidiaries any cash or share consideration upon the Acquisition becoming Effective, on the terms and subject to the conditions set forth in the Rule 2.7 Announcement, and that Qualcomm and Bidco are relying upon this Agreement in performing their respective obligations that are subject to such condition.
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. Each Borrower and each Guarantor hereby represents and warrants to the Agent and the Lenders that, as of the date hereof:
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. 2.1 The Company represents and warrants to each Stockholder that the shares of Common Stock to be issued upon conversion of the Series B Preferred Stock have been duly authorized and, when issued upon conversion of the Series B Preferred Stock as contemplated hereby, will be duly and validly issued, fully paid and non-assessable.
2.2 Each Stockholder represents, warrants and acknowledges to the Company as follows:
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. Borrower and Guarantor jointly and severally represent, warrant and acknowledge to Bank as follows: