Additional Representations and Covenants Sample Clauses

Additional Representations and Covenants. Each party represents and covenants to the other party (which representations and covenants will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Credit Support (or, in the case of after-acquired Eligible Credit Support, at the time the other party or its agent acquires rights therein), and which covenants will be deemed to apply at all times) that with respect to the issuance, renewal, substitution, or increase (as the case may be) of a Letter of Credit, such Letter of Credit is the legal, valid, and binding obligation of the issuer thereof, enforceable in accordance with its terms.

Additional Representations and Covenants. You represent and warrant that you have not filed any civil action, suit, arbitration, administrative charge, or legal proceeding against any Released Party nor have you assigned, pledged, or hypothecated as of the Effective Release Date your claim to any person and no other person has an interest in the claims that you are releasing. You also agree that should any person or entity file or cause to be filed any civil action, suit, arbitration, administrative charge or other legal proceeding seeking equitable or monetary relief concerning any claim released by you herein, you shall not seek or accept any personal relief from or as the result of such civil action, suit, arbitration, administrative charge or other legal proceeding.

Additional Representations and Covenants. In addition to the representations and warranties set forth in Paragraph 10 of the Agreement, each of the parties hereto further represents, warrants and covenants to the other (which representations, warranties and covenants shall be deemed to be repeated by such party on the Purchase Date for any Transaction) that: (a) It has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any advice, counsel, or representation of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to expected results of that Transaction. (b) It is capable of assessing the merits of (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks (economic and otherwise) of that Transaction. It is also capable of assuming, and assumes, the risks of each Transaction. (c) The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction. (d) No material adverse change in such party’s financial condition has occurred since the date of the most recent financial statements furnished by such party to the other party, and such financial statements are complete and correct and fairly present such party’s financial condition and results of operations as at and for the period ended on the date thereof, all in accordance with generally accepted accounting principles and practices applied on a consistent basis. (e) It is not, and after giving effect to the Transactions contemplated by the Agreement will not be, required to register as an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (f) Each proposed mortgage loan for a Transaction shall be an Eligible Mortgage Loan. Each proposed mortgage loan for a Transaction shall be a Qualified Mortgage. The Seller hereby agrees that it shall, within five (5) Business Days of notice thereof, repurchase, for the applicable Repurchase Price therefor, a Purchased Asset if such Purch...

Additional Representations and Covenants. (a) The Subordinate Mortgagee represents and warrants that (i) the Subordinate Mortgagee is now the owner and holder of the Subordinate Loan Documents; (ii) the Subordinate Loan Documents are now in full force and effect; (c) the Subordinate Loan Documents have not been modified or amended; (iv) no Subordinate Mortgage Default has occurred, (v) the current principal balance of the Subordinate Indebtedness is $___________; (vi) no scheduled monthly payments under the Subordinate Note have been or will be prepaid; and (vii) none of the rights of the Subordinate Mortgagee under any of the Subordinate Loan Documents are subject to the rights of any third parties, by way of subrogation, indemnification or otherwise. (b) Without the prior written consent of the Senior Mortgagee in each instance, the Subordinate Mortgagee shall not (i) amend, modify, waive, extend, renew or replace any provision of any of the Subordinate Loan Documents, or (ii) pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents; or (iii) accept any payment on account of the Subordinate Indebtedness other than a regularly scheduled payment of interest or principal and interest made not earlier than ten (10) days prior to the due date thereof or as expressly authorized in Section 4(i) below [PROVISION FOR SOFT DEBT: and not in excess of 75% of then available Surplus Cash]; or (iv) take any action which has the effect of increasing the Subordinate Indebtedness, or (v) appear in, defend or bring any action to protect the Subordinate Mortgagee’s interest in the Mortgaged Property, or (vi) take any action concerning environmental matters affecting the Mortgaged Property. (c) The Subordinate Mortgagee shall deliver to the Senior Mortgagee a copy of each notice received or delivered by the Subordinate Mortgagee pursuant to the Subordinate Loan Documents or in connection with the Subordinate Indebtedness, simultaneously with the Subordinate Mortgagee’s delivery or receipt of such notice. The Senior Mortgagee shall deliver to the Subordinate Mortgagee in the manner required in Section 5(b) a copy of each notice of a Senior Mortgage Default delivered to the Borrower by the Senior Mortgagee. Neither giving nor failing to give a notice to the Senior Mortgagee or Subordinate Mortgagee pursuant to this Section 4(c) shall affect the validity of any notice given by the Senior Mortgagee or Subordinate Mortgagee to the Borrower, as between...

Additional Representations and Covenants. The Borrower hereby represents, warrants and agrees as follows (and acknowledges and agrees that the Administrative Agent and the Lenders are relying on the representations, warranties and agreements of the Borrower set out in this Agreement to provide the BDC Term Facility): (a) the representations, warranties and covenants set out in the BDC Term Loan Representations and Warranties are incorporated into this Agreement as if set out in full herein and are deemed to be repeated as of the date of execution of this Agreement by the Loan Parties and as of the date of advance of the BDC Term Facility by the Lenders; (b) the Borrower agrees that it will use the proceeds from the BDC Term Facility to exclusively fund operational cash flow needs of the Borrower and its subsidiaries (including, without limitation, (a) the repayment of Borrowings outstanding under the Loans described in Section 2.01 of the Credit Agreement so long as such repayment does not reduce the Commitment available to the Borrower under such facility; (b) pay scheduled principal and interest payments on existing loans with the Administrative Agent or the Lenders; and (c) pay scheduled payments on financing leases and other equipment or supplier financing of the Borrower. For certainty, the Borrower agrees not to drawdown loans under the BDC Term Facility or any of the other CIBC Credit Facilities solely for the purpose of accumulating and/or maintaining cash in depository or investment accounts outside the ordinary course of business; (c) each of the Loan Parties acknowledges and agrees that BDC will be purchasing an 80% participation in the BDC Term Facility and further acknowledges and agrees as follows: (1) notwithstanding the participation of BDC, the Loan Parties will deal solely with the Administrative Agent as if the Administrative Agent owned 100% of the BDC Term Facility; (2) without limiting any of the provisions of the Credit Agreement with respect to confidentiality, each of the Loan Parties acknowledges and agrees that the Administrative Agent may disclose to Her Majesty the Queen in Right of Canada, BDC and their respective auditors and advisors, all confidential information relating to the CIBC Credit Facilities, the BDC Term Facility, the Loan Parties and their respective property, assets, business and prospects from time to time, as may be required or requested from time to time from any of such parties or as the Administrative Agent may determine to be necessary or desirabl...

Additional Representations and Covenants. (a) Party B Representations Party B represents to Party A that (1) as of the Trade Date hereof, it is not in possession of any material non-public information with respect to itself; (2) as of the Trade Date hereof, it is not entering into this Transaction for the purpose of manipulating the market price or value of the Shares; (3) as of the Trade Date hereof, no "restricted period" for purposes of Rule 102 of Regulation M under the Securities Exchange Act of 1934 (respectively, "Regulation M" and the "Exchange Act") and no tender offer for Shares (whether by Party B or any other third party) is in effect or (or in the case of a tender offer by Party B) has been in effect within the preceding ten Business Days; and (4) it is entering into this Transaction in connection with its Share repurchase program which was most recently approved by its board of directors on March 1, 1999 and most recently publicly announced on March 2, 1999, solely for the purposes stated in such board resolution and public disclosure.

Additional Representations and Covenants. Each of MAS, LumiCyte and Xxxxxxxx further represents and covenants that, after due inquiry by its directors and officers (in the case of MAS and LumiCyte), as of the Execution Date, upon execution and delivery of the Assignment Agreement and Exclusive License Agreement by all Parties, it (in the case of MAS and LumiCyte) or he (in the case of Xxxxxxxx), respectively, has not retained, does not have and shall not exploit any commercial or non-commercial rights in or under any Baylor Technology, Improvement, Licensed MAS Technology or Assigned Technology (including any patent, copyright and trade secret rights with respect to any of the foregoing). For clarity, nothing herein or in the Exclusive License Agreement, Assignment Agreement or any MAS Agreement (as amended pursuant to Article 2 of the Assignment Agreement) shall prevent MAS, LumiCyte or Xxxxxxxx from exploiting the Baylor Technology, any Improvement, or any Licensed MAS Technology, respectively, to the extent that a non-licensed Third Party would have the right to do so.

Additional Representations and Covenants. The Placement Agent represents, warrants and agrees that since December 8, 2004 it has not (i) engaged in any short selling or short sales “against the box” in the Company’s securities, (ii) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934, as amended, with respect to the Company’s securities, or (iii) engaged in any purchase or sale, or made any offer to purchase or offer to sell, derivative securities relating to the Company’s securities, whether or not issued by the Company, such as exchange traded options to purchase or sell the Company’s securities (“puts” and “calls”). The Placement Agent further covenants with the Company that, for a period of twelve (12) months following the date of this Agreement, it shall not engage in any such activities set forth in clauses (i) through (iii) above with respect to the Company’s securities.

Additional Representations and Covenants. On the basis of the laws and international treaties of the Republic of Azerbaijan (e.g. the Law of the Azerbaijan Republic No 535IQ of 1998) Operator requires the Customer to make certain representations and covenants and accordingly, the Customer agrees that transshipment of Customer’s Cargo transported under the terms of the this Agreement through the territories of Azerbaijan and/or Georgia to the Redelivery Point and onwards to its final destination shall be expressly subject to the following representations and covenants:

Additional Representations and Covenants. (a) Without the prior written consent of the Lender in each instance, which consent will not be unreasonably withheld, conditioned or delayed, OHCS shall not (i) amend, modify, waive, extend, renew or replace any provision of any of the or the LIFT Documents, or (ii) pledge, assign, transfer, convey, or sell any interest in the Loan or any of the related documents; or (iii) accept any payment on account of the Loan other than a regularly scheduled payment of interest or principal and interest made not earlier than ten (10) days prior to the due date thereof; or (iv) take any action which has the effect of increasing the outstanding amount of the Lender Loan or the Loan, or (v) appear in, defend or bring any action to protect OHCS’s interest in the Mortgaged Property, or (vi) take any action concerning environmental matters affecting the Mortgaged Property. (b) OHCS shall deliver to the Lender a copy of each notice received or delivered by OHCS pursuant to the LIFT Documents, or in connection with the Loan, simultaneously with its delivery or receipt of such notice. The Lender shall deliver to OHCS in the manner required in Section 11 a copy of each notice of an Event of Default delivered to the Borrower by the Lender. Neither giving nor failing to give a notice to the Lender or OHCS pursuant to this Section 10(b) shall affect the validity of any notice given by the Lender or OHCS to the Borrower, as between the Borrower and such of the Lender or OHCS as provided in the notice to the Borrower. (c) Without the prior written consent of the Lender in each instance, which consent will not be unreasonably withheld, conditioned or delayed, OHCS will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, OHCS shall not vote affirmatively in favor of any plan of reorganization or liquidation unless the Lender has also voted affirmatively in favor of such plan. (d) Whenever the LIFT Documents give OHCS approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to the Lender pursuant to the Lender Loan Documents or otherwise, the Lender’s approval or consent or failure to approve or consent, as the case may be, shall be binding on OHCS. None of the other provisions of this Section are intended to be in any way in limitation of the provisions of this Section 10(d). (e) In the event of a Condem...