Additional Representation and Warranties. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the related Vehicle Collateral Security described in clauses (a) and (b) of Section 2.1 of the Trust Sale and Servicing Agreement (the “Trust Assets”) in favor of the Issuing Entity which security interest is prior to all other Liens and is enforceable as such against creditors and purchasers from Ally Wholesale Enterprises LLC.
Additional Representation and Warranties. The Pershing Square Group represents and warrants to the Company that (a) Pershing Square, as the authorized signatory of the entities on behalf of which it is signing on the signature pages hereof, has the power and authority to execute this Letter Agreement and thereby bind such entities, and (b) this Letter Agreement has been duly authorized, executed and delivered by the entities that comprise the Pershing Square Group, constitutes valid and binding obligations of such entities, and is enforceable against such entities in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles.
Additional Representation and Warranties a) Supplier represents and warrants Supplier is not a party to any order, nor subject to any order, which would prohibit or limit Supplier's ability to perform services under this order, or might expose Supplier or Customer to any proceeding for damages or injunctive relief in connection with the execution and performance of this order. b) Supplier warrants the professional quality of the services rendered by itself, its agents, employees and representatives, and that all work performed, and deliverables, shall be performed by qualified personnel in a professional and workmanlike manner, in accordance with the highest industry standards. Any services performed by Supplier, which are determined to be of less than professional quality, shall be corrected without charge.
Additional Representation and Warranties. Borrowers and Guarantors hereby represent and warrant, which representations and warranties shall survive until all Obligations are paid and satisfied in full, as follows:
(a) All representations and warranties of Borrowers and Guarantors set forth in the Loan Documents are true and complete in all material respects as of the date hereof.
(b) Upon the effectiveness of this Amendment, no condition or event exists or has occurred which would constitute an event of default under the Loan Documents or under any other material agreement between Borrowers, any Guarantor and any other third party (or would, upon the giving of notice or the passage of time, or both constitute an event of default).
(c) Borrowers have not received any notice of default or event of default from any other lender, trustee or lessor with respect to any other loan, financing or lease agreement between such parties and any Borrower.
Additional Representation and Warranties. In addition to the representations and warranties of the Employer stated in Section 10 of this Agreement, the Employer represents and warrants:
(a) The Employer is:
i. A property owner that owns any portion of the real property assessed under the Transit Services Plan and employs Employees at any portion of those properties, employs additional Employees at locations outside of those properties but within Downtown Columbus, and wishes to allow Employees employed at locations outside of those properties but within Downtown Columbus to participate in the Downtown C-Pass Program; or
ii. A property owner that owns or leases property within the Transit Services Plan Area that will not be assessed under the Transit Services Plan but nevertheless elects to make payments under this Agreement in exchange for Employees employed at those properties participating in the Downtown C-Pass Program.
(b) The minimum number of eligible Employees determined prior to the date this Agreement becomes effective is an accurate number of the Employer’s eligible Employees.
Additional Representation and Warranties. The 40 North Group represents and warrants to the Company that (a) 40 North, as the authorized signatory of the entities on behalf of which it is signing on the signature pages hereof, has the power and authority to execute this Letter Agreement and thereby bind such entities and (b) this Letter Agreement has been duly authorized, executed and delivered by the entities that comprise the 40 North Group, constitutes valid and binding obligations of such entities, and is enforceable against such entities in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles.
Additional Representation and Warranties. ( a) Supplier represents and warrants that Supplier is not a party to any order, nor subject to any order, which would prohibit or limit
Additional Representation and Warranties. A. Provided that PRODUCTS are stored according to labeling approved by the FDA, SELLER warrants that PRODUCTS delivered to BUYER, from date of delivery to date of expiration (as specified on such labeling), (i) will not be adulterated, misbranded, or otherwise prohibited from sale within the meaning of the Federal Food, Drug and Cosmetic Act ("the Act") or any state or local law, (ii) will be free from defects in materials and bulk manufacture, and (iii) will conform to the PRODUCTS specifications set forth in Attachment B.
B. Each of BUYER and SELLER warrants that it will not cause any individual or firm debarred by the FDA to participate in the performance, supervision, management or review of the PRODUCTS.
C. Each of BUYER and SELLER will abide by the policy of the United States regarding maximum opportunity for small business concerns owned and controlled by socially and economically disadvantaged individuals.
D. Each of BUYER and SELLER warrants that it will comply with all applicable laws, rules, orders and regulations covering services specified herein, including but not limited to Executive Order 111246 (and the rules and regulations promulgated thereunder), the Fair Labor Standards Act of 1938, as amended, the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Act of 1974.
E. Each of BUYER and SELLER warrants that it will comply with all federal, state and local statutes, regulations and governmental orders and actions applicable to or related to the use, possession, handling, transportation, sale or disposal of PRODUCTS. It is understood that BUYER alone accepts full responsibility for such compliance relative to the use, possession, transportation, sale or disposal of any of its dosage forms, and SELLER shall have absolutely no responsibility or liability therefor.
F. THE WARRANTIES OF SELLER SET FORTH SPECIFICALLY IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES AND/OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW, TRADE USAGE OR CUSTOM OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF CLAIMS BASED ON SUCH WARRANTIES.
Additional Representation and Warranties. Any certificate signed by any officer of the Company in his capacity as such and delivered to the Representatives or counsel for the Underwriters pursuant to Section 6.9 in connection with the offering of the Shares contemplated hereby shall be deemed a representation and warranty by the Company to each Underwriter and shall be deemed to be a part of this Section 1 and incorporated herein by this reference.
Additional Representation and Warranties. As an inducement to the LENDER to enter into this MODIFICATION, the BORROWERS, the GUARANTORS, GP STRATEGIES and MANTECH here by make the following additional representations and warranties to the LENDER:
a. Each of them: (i) has the power to enter into this MODIFICATION and any related documents, and to perform all of its obligations hereunder and there under; (ii) has duly authorized the entry into and performance of this MODIFICATION and all related documents and agrees to deliver to the LENDER a certificate of corporate resolutions evidencing same; and (iii) is in good standing in the state of its incorporation (or formation) and in all other states in which it transacts business, except where the failure to be in good standing would not materially affect performance under the LOAN DOCUMENTS.
b. None of them is in default of any of its respective duties or obligations of the LOAN DOCUMENTS (other than the EXISTING DEFAULTS).
c. No event exists which constitutes, or which with the passage of time, the giving of notice, or both, would constitute a default under the LOAN AGREEMENT or any of the LOAN DOCUMENTS (other than the EXISTING DEFAULTS).
d. None of them is in default under any other contract, agreement or instrument to which it is party or under which it or any of its property is bound.
e. The execution, delivery and performance of this MODIFICATION will not immediately, or with the passage of time, the giving of notice, or both violate any laws or result in a default under any contract, agreement, or instrument to which any of them is a party or by which any of them or any of their property is bound.
f. All warranties and representations previously made to the LENDER by the each of them in connection with the LOAN DOCUMENTS remain true, accurate and complete, except to the extent that the LENDER has previously been notified.
g. There are no outstanding judgements, tax liens, or pending litigation against any of them, and there are no actions, suits, investigations or proceedings pending or, to the knowledge of any of them, threatened against any of them or against any of the COLLATERAL, except as disclosed on a schedule to the LOAN DOCUMENTS or Schedule A attached hereto.
h. No material adverse change has occurred in the financial condition of any of the BORROWERS or any of the GUARANTORS, as indicated on their financial statement most recently submitted to and reviewed by the LENDER, and no event has occurred or circumstance exists which may caus...
