Required Representations Sample Clauses

The "Required Representations" clause obligates one or both parties to formally state certain facts or conditions as true at the time of entering into the agreement. These representations may include assurances about authority to contract, compliance with laws, or the accuracy of information provided. By requiring these statements, the clause helps ensure that both parties are entering the agreement based on accurate and reliable information, thereby reducing the risk of misunderstandings or misrepresentations.
Required Representations. (a) The Purchaser represents and warrants, for purposes of Chapter 2271 of the Texas Government Code, that at the time of execution and delivery of this agreement, none of the Purchaser, or any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Purchaser, boycotts Israel. The Purchaser agrees that, except to the extent otherwise required by applicable federal law, including, without limitation, 50 U.S.C. Section 4607, neither the Purchaser, nor any wholly- owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Purchaser, will boycott Israel during the term of this agreement. The terms "boycotts Israel" and "boycott Israel" as used in this subsection (a) has the meaning assigned to the term "boycott Israel" in Section 808.001 of the Texas Government Code. (b) The Purchaser represents and warrants, for purposes of Subchapter F of Chapter 2252 of the Texas Government Code, that at the time of execution and delivery of this agreement neither the Purchaser, nor any wholly owned subsidiary, majority- owned subsidiary, parent company or affiliate of the Purchaser, (i) engages in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" as used in this subsection (b) has the meaning assigned to such term in Section 2252.151 of the Texas Government Code.
View SourceView Similar (2)
Required Representations. In connection with and as a condition to being paid Reimbursable Expenses, Manager represents and warrants to Corporation and Trustee the following: (i) Reimbursable Expenses represent reimbursement of costs paid by Manager or its Affiliates to Unrelated Third Parties (including payments of salaries, wages, compensations and benefits payable to Manager's employees) for the reasonable and actual costs of providing services, supplies, goods, products or equipment hereunder to the Hotel and all participating Other Hilton Hotels, (ii) the Reimbursable Expenses do not include any Direct or Indirect Profit received by Manager or an Affiliate of Manager, (iii) to the extent Reimbursable Expenses represent an allocation of costs between the Hotel and Other Hilton Hotels, the allocation of the Reimbursable Expenses among Hotel and all participating Other Hilton Hotels are based on fair, reasonable and equitable allocations established in accordance with reasonable accounting procedures, consistently applied (which accounting procedures shall at all times comply with the requirements of Section 2.20.1), and (iv) without limiting clause (iii) preceding, the Hotel's allocated share and each participating Other Hilton Hotel's allocated share of any such allocated Reimbursable Expenses are and shall be determined using the same formula(s) (including fair, reasonable and equitable variables consistently applied). Manager shall indemnify and hold harmless Corporation and the Trustee in its individual capacity and as Trustee for the benefit of the Bondholders from and against any and all damages, expenses, liabilities or obligations that arise out of a breach of any such representation and warranty.
View SourceView Similar (2)
Required Representations. The sub- mission must include representations to the effect that (1) the issuer is within the scope of section 3 of this revenue proce- dure; (2) the issuer properly computed the amount required to be paid with regard to the contracts in accordance with section
View Source
Required Representations. Each entry must be appropriate for public viewing. Without limiting the foregoing, each entry must not be lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, violate any laws or otherwise contain content which Event Staff in its sole discretion decides is inappropriate or objectionable. Your entry must also not disparage or cast a negative light on any person, entity, or brand, product, or service. Event Staff reserve the right in its sole discretion to not consider any entry for the Event if it believes the entry violates or potentially violates any of the foregoing requirements or otherwise fails to comply with any provision of these Terms.
View Source
Required Representations. In connection with and as a condition to being paid Reimbursable Expenses, Manager represents and warrants to Owner and Trustee the following: (i) Reimbursable Expenses represent reimbursement of costs paid by Manager or its Affiliates to unrelated third parties (including payments of salaries, wages, compensations and benefits payable to Manager’s employees) for the reasonable and actual costs of providing services, supplies, goods, products or equipment hereunder to the Hotel and all participating Other Omni Hotels, (ii) the Reimbursable Expenses do not include any Direct or Indirect Profit received by Manager or an Affiliate of Manager during any Operating Year which, together with any Direct or Indirect Profit received pursuant to Sections 2.4.8, 2.25.1 and 2.25.3 would exceed five percent (5%) of the total Management Fee, the Centralized Services Fees and Charges and Eligible Employee Compensation Pool owed to Manager during such Operating Year (provided, however, that the amounts of the Centralized Services Fees and/or Eligible Employee Bonus Pool shall be excluded from such calculation to the extent such amounts are no longer being paid to the Manager based on the fixed amounts set forth in Section 3.2.1 and Section 2.21.2.2(i), respectively), (iii) to the extent Reimbursable Expenses represent an allocation of costs between the Hotel and participating Other Omni Hotels, such allocation among the Hotel and all participating Other Omni Hotels will be based on a fair, reasonable and equitable allocation established in accordance with reasonable accounting procedures, consistently applied (which accounting procedures shall at all times comply with the requirements of Section 2.20.1), and
View Source
Required Representations 
View SourceView Similar (9)

Related to Required Representations

  • Specified Representations Each of the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been so true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date.

  • 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:

  • Environmental Representations and Warranties Based upon an environmental assessment of the Property and information that Borrower knows after due inquiry of the Manager, and except as otherwise disclosed by that certain Environmental Site Assessment of the Property delivered to Lender (such report is referred to below as the "ENVIRONMENTAL REPORT"), (a) there are no Hazardous Substances (defined below) or underground storage tanks in, on, or under the Property, except those that are both (i) in compliance with Environmental Laws (defined below) and with permits issued pursuant thereto and (ii) fully disclosed to Lender in writing pursuant the Environmental Report; (b) there are no past, present or threatened Releases (defined below) of Hazardous Substances in, on, under or from the Property which has not been fully remediated in accordance with Environmental Law; (c) there is no threat of any Release of Hazardous Substances migrating to the Property; (d) there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Property which has not been fully remediated in accordance with Environmental Law; (e) Borrower does not know of, and has not received, any written or oral notice or other communication from any Person (including but not limited to a governmental entity) relating to Hazardous Substances or Remediation (defined below) thereof, of possible liability of any Person pursuant to any Environmental Law, other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; and

  • ERISA Representations Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Note, is deemed to represent that its purchase, holding and disposition of that interest or participation is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law).

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.