REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS Clause Samples

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. 8.1 Each Party represents, warrants and covenants to the other that: (i) It is a company or corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses granted by it hereunder; (ii) As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iii) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by it does not conflict with any agreement or instrument, oral or written, to which it is a party or by which it may be bound; (iii) It has not granted, and shall not grant, any right to any Third Party which would conflict with the rights granted to the other Party hereunder; and (iv) It is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. The execution, delivery and performance of this Agreement shall not violate, conflict with or constitute a default under any agreement (including its corporate charter or other organizational documents) to which it is a party or to which it may be bound, or to its best knowledge, any applicable Laws or order of any court or other tribunal. 8.2 Rhizen represents and warrants and covenants to TGTX that as of the Effective Date: (i) All rights pertaining to the Rhizen Patents are owned by Rhizen; (ii) The Rhizen Patents are not subject to any encumbrance, lien or claim or ownership by any Third Party that is inconsistent with the rights and licenses granted to TGTX hereunder; (iii) Rhizen owns or possesses adequate right, title and interest in the Rhizen Intellectual Property Rights to grant the license thereto to TGTX as provided in this Agreement; (iv) No claim or litigation has been brough...

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. The Pledgor represents, warrants and covenants as follows: Global Water Resources, Inc. Pledge and Security Agreement (a) The Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. With respect to any Equity Interests constituting interests in limited liability companies, none of such Equity Interests constitute or are evidenced by “certificated securities”, unless such certificates have been delivered to the Collateral Agent. (b) The Pledgor is the legal and beneficial owner of the Collateral free and clear of any Lien or other encumbrance except for the Lien created by this Agreement and Liens created in favor of the Collateral Agent. There is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor would be required to sell or otherwise dispose of any Equity Interest. (c) Except for the delivery of certificates or instruments representing the Collateral (if any) to the Collateral Agent pursuant to this Agreement, and the filing of an appropriate financing statement with the Delaware Secretary of State, and any control agreement contemplated by Section 4(a) above, no other action is required to create or maintain the Lien of the Collateral Agent as a valid and perfected first priority Lien in the Collateral, to secure the Secured Obligations. (d) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body (except as set forth in paragraph (c) above) is required either (i) for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Collateral Agent of its rights and the rights of the Secured Parties provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally and except for compliance with applicable requirements of the ACC regulations as set forth in Section 7(b) and Section 8 hereof). (e) The execution, delivery and performance of this Agreement does not and will not (i) violate any provision of any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination ...

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. In ------------------------------------------------- connection with each issuance of New Securities to any Senior Holder pursuant to this Section 4, the Company shall, in the event the Company is making representations, warranties and/or covenants to the New Securities Purchaser, make to each Senior Holder such representations, warranties, and covenants as are customarily made by issuers in similar instances (but which in no event shall be less favorable to the Senior Holders than those contemplated by the Preissuance Notice or otherwise made to or for the benefit of any New Securities Purchaser) and each Senior Holder shall be separately and independently entitled to rely on such representations and warranties, to the benefit of such covenants and to exercise all available rights and remedies in the event of any breach or violation of any such representations, warranties and covenants. Any representations and warranties made by a Senior Holder shall consist solely of such representations and warranties relating to (i) such Senior Holder's authority to consummate the purchase of the New Securities from the Company and (ii) other similar representations and warranties as are customarily given by similarly situated purchasers of securities similar to those being purchased by a Senior Holder in a similar transaction, but no Senior Holder shall be required to give any such representation or warranty which the New Securities Purchaser does not give. The representations, warranties, covenants and agreements of each Senior Holder shall be several and not joint and shall (unless, in the case of the Company, otherwise required by the New Securities Purchasers) terminate upon the earlier of (i) the termination of the corresponding representations and warranties made by the New Securities Purchaser or by the Company and (ii) one year after closing. The right of each Senior Holder to purchase the full number of New Securities which such Senior Holder is entitled to purchase under this Section 4 shall not be subject to any conditions whatsoever, other than the payment of the purchase price therefor determined as provided herein, and the consummation of the transaction between the Company and the New Securities Purchaser. If any Senior Holder shall fail for any reason to purchase any New Securities which it has elected to purchase, the sole right, remedy and recourse of the Company, the New Securities Purchaser, and the complying Senior Holders, as the case may be, sha...

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. To induce Agent and each Purchaser to enter into the Note Documents and to purchase the Notes and make advances under the Delayed Draw Term Notes, each Note Party represents, warrants and covenants to Agent and each Purchaser that:

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. On the date hereof, the Purchaser hereby represents and warrants to the Company and acknowledges and agrees, as the case may be, as follows with respect to his subscription for and purchase of the Shares. As of the date of any subsequent subscription for and purchase or other acquisition of Company Shares, the Purchaser will be deemed to have repeated in its entirety each of the following representations, warranties, acknowledgements and agreement as if made at and as of that time with respect to such subsequent subscription, purchase or other acquisition of Company Shares.

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. To induce Collateral Agent and each Lender to enter into the Loan Documents, to make and to continue to make Loans and to issue and to continue to issue Letters of Credit or risk participations to the banks that issue Bank Letters of Credit, the Company represents, warrants and covenants on behalf of itself and the other Borrowers (and each of the other Borrowers, jointly and severally, accepts responsibility for such representations and warranties) to Collateral Agent and Lenders that the following statements are and will be true, correct and complete and, unless specifically limited, shall remain so for so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full, in cash, of all Obligations and termination of all Letters of Credit:

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. To induce Agent and each Lender to enter into the Loan Documents and to make and to continue to make Revolving Advances, Borrower represents, warrants and covenants to Agent and each Lender that the following statements are and (when deemed remade hereunder) will be true, correct and complete and, unless specifically limited, shall remain so for so long as the Revolving Loan Commitment shall be in effect and until payment in full of all Obligations:

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS of Advance Purchaser, as Servicer (on and after the respective MSR Transfer Dates) and as Receivables Seller. 20

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. 7.1 MRC and RainDance each represents, warrants and covenants to the other Party that: (a) it has the right to enter into this Agreement and that it is not and will not be party to any other agreement that would limit its performance hereunder; and (b) the terms of this Agreement do not conflict with, and would not result in the breach under any agreement to which it is or will be a party that would have a material adverse effect on its ability to perform its obligations under this Agreement. 7.2 MRC represents and warrants it has, and will continue to have during the Term, the right to grant RainDance the rights it grants to RainDance hereunder. 7.3 RainDance represents and warrants that it complies with, and will continue to comply with, all applicable laws, rules, and regulations applicable to its exercise of the rights granted to it hereunder. 7.4 MRC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THE LICENSED PATENT RIGHTS, AND HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, VALUE, RELIABILITY, ACCURACY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE VALIDITY OR SCOPE OF THE LICENSED PATENT RIGHTS.