Additional Representations, Warranties and Covenants of XXXXXX Sample Clauses

Additional Representations, Warranties and Covenants of XXXXXX. XXXXXX hereby represents, warrants, and covenants to MRK the following:
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Additional Representations, Warranties and Covenants of XXXXXX. Xxxxxx represents, warrants and covenants that (a) it has not made any prior assignment of or other agreement respecting the Xxxxxx Debt, the Fleet Priority Collateral or any of its rights relating thereto, (b) it will not make any such assignment or other agreement without the prior written consent of Fleet, (c) as of the date of this Agreement, there is no event of default or event which with the passage of time or the giving of notice or both would be an event of default under and as defined in the Xxxxxx Debt, (d) while this Agreement is in effect, it will not enter into any material amendment accelerating the payment schedules for principal or interest or accelerating the maturity date thereof; (e) the execution, delivery and performance of this Intercreditor Agreement and all other agreements, instruments and documents provided for herein, have been duly authorized by all necessary and proper corporate action, no consent or approval of any person, no consent or approval of any landlord or mortgagee, no waiver of any lien or right of distraint or other similar right nor any other consent, order, license, approval, authorization or declaration of, or filing with, any governmental authority, bureau or agency, is or will be required in connection with the execution, delivery, performance, validity or enforcement of, or priority created by, this Intercreditor Agreement, and any other agreements, instruments or documents to be executed or delivered pursuant hereto; (f) neither the execution and delivery of this Intercreditor Agreement nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof, will contravene any provision of law, statute, rule or regulation to which Xxxxxx is subject or will conflict with or result in a breach of any judgment, decree, writ, injunction, ordinance, resolution, award, franchise, order or permit or other similar document or instrument of any court or governmental authority, bureau or agency, domestic or foreign, or its charter documents; (g) this Intercreditor Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of Xxxxxx, enforceable in accordance with its terms, except to the extent that enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by principles of equity; (h) Fleet has not made any representat...
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Related to Additional Representations, Warranties and Covenants of XXXXXX

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Mutual Representations, Warranties and Covenants Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • Representations, Warranties and Covenants of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

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