Warranties and Covenants Sample Clauses

Warranties and Covenants. In addition to the representations, warranties and covenants contained in the Agreement, CAC hereby represents, warrants, and covenants to Funding as follows on the Closing Date and on each Distribution Date on which Funding purchases Loans, in each case only with respect to the Conveyed Property conveyed to Funding on such Closing Date or the relevant Distribution Date:

Warranties and Covenants. Assignor warrants and represents to Assignee and Company as of the date hereof:

Warranties and Covenants. A. THE CONTRACTOR WARRANTS AND COVENANTS THAT: (i) it is able to perform the Professional Services, as set out in the agreed business plan; (ii) that any service it provides and information or materials it develops for or discloses to the Company shall not in any way be based upon any confidential or proprietary information derived from any source other than the Company, unless the Contractor is specifically authorised in writing by such source to use such proprietary information and the Contractor agrees it shall not knowingly furnish or use any such information in the performance of this Agreement, without the prior written consent of the Company provided that the Company agrees the Contractor can use commercially available software development tools; (iii) in performance of its obligations hereunder it shall not infringe any intellectual property right, or trade secret of any third party; (iv) it shall perform all work in a professional manner to the best of its ability; and (v) that if the Company incurs any liability or expense outside of the agreed business plan, as a result of any warranty that the Contractor makes in this Agreement not being true, the Contractor shall indemnify the Company and hold it harmless against all such liability or expense, including reasonable attorney/solicitor fees, provided that the Company notifies the Contractor of the claim and co-operates with the Contractor in defending against the claim. Each party shall notify the other if it ever becomes aware of any such claim. B. THE COMPANY WARRANTS AND COVENANTS THAT: (i) it is entitled to appoint the Contractor to perform the Professional Services in the Territory; (ii) that any information or materials it discloses to the Contractor shall not in any way be based upon any confidential or proprietary information derived from any source other than the Contractor or the Company, unless the Company is specifically authorised in writing by such source to use such proprietary information; (iii) in performance of its obligations and the provision of information to the Contractor hereunder it will not infringe any intellectual property right, or trade secret of any third party; (iv) if the Contractor incurs any liability or expense as a result of any warranty the Company makes in this Agreement not being true, the Company shall indemnify the Contractor and hold it harmless against all such liability or expense, including reasonable attorney/solicitor fees, provided that the Contrac...

Warranties and Covenants. While any part of the credit granted to the Borrower under this Agreement or the other Loan Documents is available or any obligations under any of the Loan Documents are unpaid or outstanding, the Borrower continuously warrants and agrees as follows:

Warranties and Covenants. Assignor does hereby warrant and represent to, and covenant and agree with, Lender as follows: (a) All duties, obligations and responsibilities required to be performed by Assignor as of the date hereof under the Organizational Agreements have been performed, and no default or condition which with the passage of time or the giving of notice, or both, would constitute a default exists under the Organizational Agreements. (b) A true, correct and complete copy of the Organizational Agreements, together with all amendments thereto, is attached hereto as Exhibit "A". The Organizational Agreements are in full force and effect. Except for the Loan Documents and the Mortgage Loan Documents, neither the Company nor any of its directors, officers or shareholders is a party to or is bound by any indenture, contract or other agreement which purports to prohibit, restrict, limit or control the transfer or pledge of the Collateral, the exercise of voting rights with respect to the Company or the management of the Company. (c) Assignor is and, except in the event of a Permitted Transfer, shall remain the sole, lawful, beneficial and record owner of the Stock Collateral and the Distributions, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Lender hereunder), and Assignor has the full and complete right, power and authority to create a security interest in the Collateral in favor of Lender, in accordance with the terms and provisions of this Agreement. All of the Stock Collateral has been duly authorized and validly issued, and is fully paid and non-assessable. Assignor is not and will not become a party to or otherwise be bound by any agreement, other than the Loan Documents and the Mortgage Loan Documents, which restricts in any manner the rights of any present or future holder of any of the Stock Collateral with respect thereto. (d) Assignor owns all of the issued and outstanding shares of the Company, there are no other classes of stock issued with respect to the Company, and no other Person owns any legal, equitable or beneficial interest in the Company. (e) Upon the delivery to Lender of the certificates representing the Stock Collateral, this Agreement creates a valid and binding first priority security interest in the Collateral securing the payment and performance of the Obligations and the performance by Assignor of its obligatio...

Warranties and Covenants. Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 6 Section 3.02. Additional Representations and Warranties 6

Warranties and Covenants. In addition to the representations, warranties and covenants contained in the Indenture, to induce the Indenture Trustee to enter into the Indenture, the Issuer hereby represents, warrants, and covenants to Indenture Trustee on behalf of the Noteholders as to itself as follows, on the Closing Date:

Warranties and Covenants. The Vendors represent and warrant to the Purchaser as representations and warranties which are true and correct as of the date hereof that: 3.1 The Vendors are residents of Nevada for matters relating to jurisdiction of taxation. Intergold Corporation is a non-reporting public company duly incorporated under the laws of Nevada, validly existing, and is in good standing to carry on business in its intended place(s) of business. International Gold Corporation is a non-reporting private company duly incorporated under the laws of Nevada, validly existing, and is in good standing to carry on business in its intended place(s) of business. International Gold Corporation is the wholly owned subsidiary of Intergold Corporation. Share Purchase Agreement, December 10, 1997 3.2 The performance of this agreement will not be in violation of the Memorandums or Articles of the Vendors or of any agreement to which the Vendors are a party and will not give any person or company any right to terminate or cancel any agreement or any right enjoyed by the Vendors and will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the assets of the Vendors. 3.3 The business of the Vendors now and until the Closing Date will be conducted and maintained in the manner which is normal to that business. 3.4 The representations, warranties, covenants and agreements by the Vendors in this agreement or any certificates or documents delivered pursuant to the provisions hereof or in connection with the transaction contemplated hereby shall be true at and as of the time of closing as though such representations and warranties were made at and as of such time. Notwithstanding any investigations or enquiries made by the Purchaser prior to the closing or the waiver of any condition by the Purchaser, the representations, warranties, covenants and agreements of the Vendors shall survive the closing date and notwithstanding the closing of the purchase and sale herein provided for, shall continue in full force and effect. 3.5 There is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or to the knowledge of the Vendors threatened against or affecting the Vendors at law or in equity or before or by any federal; provincial, state, municipal or other governmental department, commission, board, bureau or agency. 3.6 The Vendors have filed all known neces...

Warranties and Covenants. A. The Contractor warrants and covenants that: (i) it is able to perform the Professional Services, as set out in the agreed business plan or in any agreed-upon business plan; (ii) that any service it provides and information or materials it develops for or discloses to the Company shall not in any way be based upon any confidential or proprietary information derived from any source other than the Company, unless the Contractor is specifically authorized in writing by such source to use such proprietary information and the Contractor agrees it shall not knowingly furnish or use any such information in the performance ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of this Agreement, without the prior written consent of the Company provided that the Company agrees the Contractor can use commercially available software development tools; (iii) in performance of its obligations hereunder it shall not infringe any intellectual property right, or trade secret of any third party; and (iv) it shall perform all work in a professional manner. (v) if the Company incurs any liability or expense as a result of any warranty the Contractor makes in this Agreement not being true, the Contractor shall indemnify the Company and hold it harmless against all such liability or expense, including reasonable attorney/solicitor fees, provided that the Company notifies the Contractor of the claim and co-operates with the Contractor in defending against the claim. Each party shall notify the other if it ever becomes aware of any such claim. B. The Company warrants and covenants that: (i) it is entitled to appoint the Contractor to perform the Professional Services in the Territory; (ii) that any information or materials it discloses to the Contractor shall not in any way be based upon any confidential or proprietary information derived from any source other than the contractor or the company unless the Company is specifically authorised in writing by such source to use such proprietary information; (iii) in performance of its obligations and the provision of information to the Contractor hereunder it will not infringe any intellectual property right, or trade secret of any third party; (iv) if the Contractor incurs any liability or expense as a result of any warranty the Company makes in this Agreement not being true, the Company...