Representations, Warranties, Covenants and Acknowledgments Sample Clauses
Representations, Warranties, Covenants and Acknowledgments. To induce the Agent and Lenders to enter into this Amendment, the Borrower hereby:
(a) represents and warrants that (i) as of the Effective Date, all of the representations and warranties made or deemed to be made under the Loan Documents are true and correct in all material respects (other than any representation or warranty that is qualified by materiality or Material Adverse Effect, in which case such representation or warranty is true and correct in all respects) on and as of the Effective Date to the same extent as though made on and as of the Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (other than any representation or warranty that is qualified by materiality or Material Adverse Effect, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date; (ii) as of the Effective Date, after giving effect to the terms of this Amendment, there exists no Default or Event of Default under the Loan Agreement or any of the other Loan Documents; (iii) the Borrower has the corporate power and is duly authorized to enter into, deliver and perform this Amendment; and (iv) this Amendment is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) acknowledges and agrees that (i) this Amendment does not and shall not create (nor shall the Borrower or any of its Subsidiaries rely upon the existence of or claim or assert that there exists) any obligation of the Agent or any Lender to consider or agree to any further consent, waiver or amendment with respect to any Loan Document and, in the event that the Agent or any Lender subsequently agrees to consider any further consent, waiver or amendment with respect to any Loan Document, neither this Amendment nor any other conduct of the Agent or any Lender shall be of any force or effect on the Agent’s or such Lender’s consideration or decision with respect thereto, and neither the Agent nor any Lender shall have any further obligation whatsoever to consider or agree to any further consent, waiver or amendment with respect to any Loan Document; an...
Representations, Warranties, Covenants and Acknowledgments. You hereby agree that in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the Shares issued pursuant to the Restricted Stock Units may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.
Representations, Warranties, Covenants and Acknowledgments of ----------------------------------------------------------------- Purchaser. ---------- Purchaser hereby represents, warrants, covenants, acknowledges and agrees that:
Representations, Warranties, Covenants and Acknowledgments. The Executive hereby represents, warrants, covenants, acknowledges and agrees that:
Representations, Warranties, Covenants and Acknowledgments. Counsel hereby represents, warrants, covenants, and acknowledges that:
A. Counsel possesses a high degree of skill and expertise with respect to the Services to be performed hereto.
B. Counsel will perform the Services in good faith and in a timely, competent and professional manner in accordance with applicable professional standards.
C. Counsel, and its staff assigned to perform the Services, maintains and shall maintain throughout the term hereof, the necessary qualifications, training and licenses as may be required within the jurisdiction where the Services are to be performed and shall be legally entitled to work in such jurisdiction.
D. Counsel, its partners, officers, directors, shareholders, and staff, will comply with the standards set forth in the Department of Financial Services (“DFS”) Regulations (including 23 NYCRR Part 500) applicable to the Counsel.
E. Counsel is an entity duly organized, validly existing, and in good standing under the laws of [STATE], and has authority to conduct business in the State of New York (“State”).
F. This Agreement has been duly authorized by all requisite action on the part of Counsel and constitutes the valid, legal, and binding obligation of Counsel, enforceable against it in accordance with its terms.
G. Counsel, its partners, officers, directors, shareholders, and staff, are not in violation of any federal or state laws or regulations and no charge, investigation, action, suit, or proceeding before or by any court or regulatory agency is pending against any such person or, to the best knowledge of the Counsel, threatened.
H. Counsel, its partners, officers, directors, shareholders, and each of its staff performing Services hereunder are not affiliated (as defined in Appendix D) with the Comptroller, the New York State Office of the State Comptroller (“OSC”), the System, or the Fund.
I. All of the information contained in Counsel’s response to the RFP was true in all material respects at the time of submission and continues to be true as of the date hereof.
J. Counsel shall maintain policies and procedures designed to ensure compliance with the confidentiality provisions set forth in Section XII of this Agreement.
K. Counsel shall maintain risk management and oversight policies and procedures designed to ensure compliance with applicable laws and regulations.
Representations, Warranties, Covenants and Acknowledgments. 8 4.1 Representations and Warranties of the Borrower ....................................................................... 8 4.2 Positive Covenants of the Borrower ......................................................................................... 10 4.3 Negative Covenants of the Borrower ........................................................................................ 11 4.4 Acknowledgments of the Borrower .......................................................................................... 11 4.5 Survival ..................................................................................................................................... 12 ARTICLE V
Representations, Warranties, Covenants and Acknowledgments. 3.1 CDGF hereby represents, warrants, covenants and acknowledges to Teras, and acknowledges that Teras is relying on such representations, warranties, covenants and acknowledgements in entering into this Agreement that:
(a) CDGF is duly incorporated, validly existing and in good standing under the laws of the State of Montana, and is qualified as a foreign entity to transact business and is in good standing in each other jurisdiction in which such qualification is required or unless the failure to be so qualified would not have a material adverse effect. CDGF has the requisite corporate power, authority and capacity to carry on business as presently conducted, to enter into this Agreement, and to perform all of its obligations hereunder;
(b) except as otherwise provided by 3.1(x), the execution, delivery and performance of this Agreement by CDGF will not violate or conflict with any applicable law or any order, decree or notice of any court or other governmental agency, nor conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which CDGF is a party or by which it is bound;
(c) all requisite corporate action on the part of CDGF necessary for the authorization, execution, delivery and performance by it of this Agreement and all other agreements and transactions contemplated hereby, have been taken. This Agreement and all agreements, instruments and transactions contemplated hereby are, and when executed and delivered by it (assuming valid execution and delivery by ▇▇▇▇▇), will be legal, valid, and binding obligations of it enforceable against CDGF in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles;
(d) the Property is accurately described in Schedule A and Schedule B attached hereto and, subject to the Lease Options, CDGF is the sole legal and beneficial owner of a 35% interest in the Cahuilla Property and a 100% interest in the September Properties in its respective capacities under the Lease Options free and clear of all liens, charges, encumbrances, royalties, agreements, underlying interests and conflicting rights or claims of whatsoever nature, other than rights of any third parties under the Lease Options and taxes or royalties that may become payable to a governmental authority in the States of California, Nev...
Representations, Warranties, Covenants and Acknowledgments. To induce the Agent and Lender to enter into this Amendment, each Credit Party does hereby:
(a) represent and warrant that (i) as of the date of this Amendment, Borrower has delivered to Agent complete and correct copies of each of the Bay City APA and the Brenham APA (in each case, including all schedules, exhibits, amendments, supplements and modifications); (ii) no Credit Party and, to the knowledge of each Credit Party, no other party to the Bay City APA or the Brenham APA is in default in the performance or compliance with any provisions of the Bay City APA or the Brenham APA, as the case may be; (iii) each of the Bay City APA and the Brenham APA are in full force and effect as of the date of this Amendment and neither the Bay City APA nor the Brenham APA has been terminated, rescinded or withdrawn; and (iv) neither any Credit Party nor, to knowledge of any Credit Party, any other Person party to the Bay City APA or the Brenham APA has been informed that the approval of any Governmental Authority required for consummation of the Bay City Asset Sale or the Brenham Asset Sale, as the case may be, is not reasonably expected to be obtained on or prior to September 30, 2005;
(b) further represent and warrant that (i) as of the date hereof, all of the representations and warranties made or deemed to be made under the Loan Documents are true and correct, except for such representations and warranties which, by their express terms, are applicable only to the Closing Date; (ii) as of the date hereof, after giving effect to the terms hereof, there exists no Default or Event of Default under the Loan Agreement or any of the other Loan Documents; (iii) such Credit Party has the power and is duly authorized to enter into, deliver and perform this Amendment; and (iv) this Amendment is the legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms; and
(c) reaffirm each of the agreements, covenants, and undertakings set forth in the Loan Agreement and each and every other Loan Document executed in connection therewith or pursuant thereto as if such Credit Party were making said agreements, covenants and undertakings on the date hereof; and
(d) acknowledge and agree that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of such Credit Party against the Agent or Lender exists arising out of or with respect to (i) this Amendment, the Loan Agreement or any of the othe...
Representations, Warranties, Covenants and Acknowledgments. You hereby agree that in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the issuance of the shares of Stock upon exercise of this Performance Option may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.
Representations, Warranties, Covenants and Acknowledgments. By signing below, Director hereby agrees that in the event the Company and/or the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the Restricted Shares may be conditioned upon Director making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.