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. (a) The Company agrees to deliver a share certificate to NightWatch Capital, at the direction of NightWatch Capital, evidencing ownership of the Issued Shares by NightWatch Capital.
(b) NightWatch Capital represents and warrants to the Company that it is an “accredited investor” as that term is defined in Rule 501 of the Securities and Exchange Commission’s Regulation D.
(c) NightWatch Capital represents and warrants that it has acquired the Issued Shares and the Warrants for investment purposes and not with an intent to distribute the securities of the Company in violation of the Securities Act and the rules and regulations promulgated thereunder.
(d) NightWatch Capital understands and acknowledges that the Issued Shares and the Warrants are being issued in reliance upon one or more exemptions from registration under the Securities Act, and applicable state securities laws, and that, therefore, the Issued Shares and the Warrants will be considered restricted securities under the terms of the Securities Act and that the certificate representing the Issued Shares, and the Warrants, will bear a restrictive legend in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
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) 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. Each Obligor, as of the Amendment Number Three Closing Date, makes the following representations and warranties solely with respect to this Amendment and any Original Loan Document to which such Obligor is a signatory:
Additional Representations and Covenants. (a) Each notice, request, demand, consent, approval or other communication (collectively, "notices", and singly, a "notice") which is required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been and sufficiently given if (i) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any notice so delivered shall be deemed to have been received on the next business following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows:
(i) Notices intended for the Senior Mortgagee shall be addressed to the address set forth below: ________________________ ________________________ ________________________ With copies to: _________________________ _________________________ ________________________
(ii) Notices intended for the Subordinate Mortgagee shall be addressed to the address set forth below: U.S. Department of Housing and Urban Development Office of Recapitalization 000 0xx Xxxxxx, X.X., Xxxxx 0000 Xxxxxxxxxx, X.X. 00000 With copies to: U.S. Department of Housing and Urban Development Associate General Counsel for Insured Housing 000 0xx Xxxxxx, X.X., Xxxxx 0000 Xxxxxxxxxx, X.X. 00000
(b) The Senior Mortgagee agrees to provide the Subordinate Mortgagee with copies of any notice of default under the Senior Loan Documents (a "Default Notice') at the time of the delivery to Borrower of the Default Notice. The Senior Mortgagee further agrees that it shall not commence any foreclosure proceedings or accept a deed-in-lieu of foreclosure from the Borrower with respect to the Senior Loan for a period of sixty (60) days following such Default Notice (the "Cure Period") without the prior written consent of the Subordinate Mortgagee. During such Cure Period the Senior Mortgagee agrees to consult with the Subordinate Mortgagee as to any actions it might take with respect to such default. The Senior Mortgagee agrees that it shall reasonably consider any proposals made by the Subordinate Mortgagee to cure such default whic...
