Warranty and Covenant Clause Samples

Warranty and Covenant. Lessor warrants that the Property has not been contaminated or polluted by, or used for the storage or disposal of any Hazardous Material, and Lessor has received no notice from any governmental authority concerning the presence or removal of any Hazardous Material on or adjacent to the Property. Lessor covenants that it will notify Lessee immediately in the event that evidence of an adverse environmental condition is discovered during the term of this Lease, or an event occurs which may result in an adverse environmental condition, including, but not limited to, release, emission or spill of hazardous substances.
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Warranty and Covenant. Pledgor represents and warrants to the Secured Party that except for the security interest created hereby, and except for restrictions imposed by the Restricted Stock Purchase Agreement, he owns the Shares free and clear of all liens, charges and encumbrances and that he has the unencumbered right to pledge such Shares pursuant to the terms hereof.
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Warranty and Covenant. The Recipient warrants and covenants that it will treat and keep the Confidential Information in the strictest of secrecy and confidentiality and expressly acknowledges and agrees that the Confidential Information is of a secret and confidential nature. The Recipient may not disclose to any person other than the Principal, the Portfolio Minister or a person who has signed a Non-Disclosure Agreement or a Confidentiality Deed Poll with the Principal that the Confidential Information has been made available to the Recipient and undertakes: to protect and safeguard Confidential Information against unauthorised publication or disclosure;
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Warranty and Covenant. Entitlement 7.1 From the date of this Deed and until the Secured Obligations have been satisfied and discharged in full, and the Chargor shall have no further actual or contingent liability to the Secured Parties under the Finance Documents, the Chargor warrants that: (a) it is the sole absolute legal and beneficial owner of the amounts from time to time credited to the Charged Account free from all Liens, trusts, assignments and claims; and (b) it is the sole absolute legal and beneficial owner of the right to repayment of moneys credited to the Charged Account.
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Warranty and Covenant. Contractor represents and warrants to City that Contractor will, at its expense, deposit with the person or entity (the "Escrow Agent") under Contract #35151 for safekeeping a complete copy of the source code as altered by any Enhancement, Customization, Reconfiguration, Changes or Work, and all additional relevant Documentation applicable to the Software required for a reasonably skilled programmer or analyst to understand and maintain the Software in the versions licensed to the City under Contract #35151 for each software version; and Contractor covenants to City that Contractor will continue to promptly deliver to the Escrow Agent all revisions, corrections, Updates, or other modifications to all versions of the Source Code (the “Changes”) so that the Source Code held in escrow constitutes a machine-readable program of the most current release of the Software, as well as any version that may be in use by the City subject to license(s) granted under Contract #35151. In addition, Contractor shall promptly notify City in writing that the Changes have been made and the Escrow Agent has been provided with all such Changes. For convenience, the Documentation segment of the Source Code may be placed in machine-readable form or in a form suitable for photocopying.
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Warranty and Covenant. Sparks represents and warrants to the Creditors that it is not under any obligation to any third party that would prevent, limit or interfere with this Agreement to pay royalties to the Creditors, and covenants that it shall not incur any such obligation.
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Warranty and Covenant. (a) PeerWorks represents, warrants and covenants to Organization that: (i) PeerWorks has the full right, power and authority to enter into and perform this Agreement and any Statement(s) of Work; that PeerWorks has the experience and skill to perform this Agreement and any Statement(s) of Work; and that PeerWorks shall use reasonable commercial efforts to perform this Agreement and any Statement(s) of Work in accordance with the highest generally accepted standards in the industry; (ii) PeerWorks shall comply with all laws and regulations; and (iii) PeerWorks shall not knowingly infringe the intellectual property rights of any third party in connection with this Agreement or any Statement(s) of Work. (b) Organization represents, warrants and covenants to PeerWorks that: (i) Organization has the full right, power and authority to enter into and perform this Agreement and any Statement(s) of Work; that Organization shall comply with laws and regulations applicable not­for­profit organizations engaged in charitable fundraising; (ii) Organization shall comply with all laws and regulations as necessary to lawfully conduct this Agreement or any Statement(s) of Work; and (iii) Organization shall not knowingly supply material to PeerWorks which infringes on the intellectual property rights of any third party and, to the best of its knowledge, any materials supplied by Organization shall be original and non­infringing work of Organization, its employees, agents, subcontractors or consultants, or are permitted by a valid license between Organization and the owner thereof.
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Warranty and Covenant 
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Related to Warranty and Covenant

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a)(except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.4, Section 5.14(b) (to the extent applicable) and Section 5.14(c) the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.