Adverse Interests. 5.7.1 There is no person in possession or occupation of, or who has or claims a right or interest of any kind in, the Approved Project adverse to the HK Subsidiary's interest. The HK Subsidiary is entitled to and has exclusive possession of the Approved Project.
5.7.2 No fact or circumstance exists which materially and adversely affects the Approved Project's value or the use or enjoyment of the Approved Project or casts doubt on the HK Subsidiary's right or title to the Approved Project.
Adverse Interests. By execution of this Agreement, the Custodian represents, warrants and covenants that it does not currently hold, and during the existence of this Agreement shall not hold, any adverse interest, by way of security or otherwise, in any Receivable, and hereby waives and releases any such interest that it may have in any Receivable as of the date hereof. Notwithstanding any other provisions of this Agreement and without limiting the generality of the foregoing, the Custodian shall not at any time exercise or seek to enforce any claim, right or remedy, including any statutory or common law rights of set-off, if any, that the Custodian may otherwise have against all or any part of a Record, Receivable or proceeds of either.
Adverse Interests. (a) None of the Properties is subject to adverse rights, restrictions, covenants or any matter which materially adversely affects the relevant Target Company’s ability to continue to carry on its existing business from any Property in substantially the same manner as at present.
(b) No Target Company is in breach of any material covenant, restriction, condition or obligation (whether statutory or otherwise) affecting the Properties.
Adverse Interests. As of the date of each Servicer's Acknowledgment: (i) it holds no adverse interest, by way of security or otherwise, in any Receivable; and (ii) the execution of this Agreement and the creation of the servicing and custodial relationship hereunder does not create any interest, by way of security or otherwise, of the Servicer in or to any Receivable, other than the Servicer's rights as servicer and custodian hereunder.
Adverse Interests. During the term of this Agreement, Consultant shall not enter to any agreement, or perform any work for services for another or participate in any activities, which may be adverse to the interests of Client. In addition, during such period Consultant agrees not to undertake or participate in any activity which is directly or indirectly in competition with Client or its business.
Adverse Interests. A. The CONSULTANT acknowledges that in rendering his professional services, he has to be completely loyal ro the AUTHORITI, including not having adverse interests toward the Government oE Puerto Rico. These advers e interests include representing clients who have Dr may have conflicting imerests with the Governmem of Puerto Rico. This duty also includes a continuing obligation to disclose to the AUTHORITI al the circumstances of his relationships with customers �v 91h. and third parties, as well as any interest that may influence the AUTHORITI when executing tl1Í.s Agreemem or during its termo
B. The CONSULTANT makes explicit recognition of his duty not to accept professional or pers onal imerest in any matter to result in conflict of interest "'�th the AUTHORITI. In addition, the CONSULTANT certilies that, at present, neither he nor any of its shareholders, partners, officers, principals) employees, subsidiaries or parenr companies, have professional or personal interesr in any matter that results in conflict of interest "'�th the AUTHORITI.
C. The CONSULTANT has conflicting interests when, on behalf of a cliem, it is his duty ro promote what he must oppose to in complying with his obligations to any past, currem or potential clients . The CONSULTANT also represenrs conflicting interests when his behavior is described as such in the recognized standards of ethics of his profession, or the laws and regulations of the Governmem ofPuerto Rico. In Agreemems with partnerships or firms, a violation of this prohibition wil occur if any of his shareholders, directors , partners or employees incurs in the conduct described herein. The CONSULTANT must avoid even the appearance of the existence of conflicting interests.
Adverse Interests. (i) None of the Properties is subject to any matter which materially adversely affects Smithfield France’s or the relevant Subsidiary’s ability to continue to carry on its existing business from any Property substantially in the manner as at present.
(ii) Neither Smithfield nor Smithfield France or any Subsidiary has received notice of breach of any covenant, restriction, condition or obligation (whether statutory or otherwise) which is material and affects the Properties.
Adverse Interests. Save and except for the Existing Encumbrances, the Caballo Option Agreement and this Agreement, to the knowledge of Almaden and Xxxxxx Xxxxxxx, there are no other agreements, adverse interests or options to acquire or purchase the Caballo Xxxxxx Property or any portion thereof. To the knowledge of Almaden and Xxxxxx Xxxxxxx, no Person has any proprietary or possessory interest in the Caballo Xxxxxx Property, subject only to the Existing Encumbrances and the Caballo Option Agreement. Save and except for the Existing Encumbrances, the Caballo Option Agreement and NGEx Agreement to the knowledge of Almaden and Xxxxxx Xxxxxxx, no Person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other such products removed or produced from the Caballo Xxxxxx Property;
Adverse Interests. The Representative will not keep and/or use any papers, records, or any information whatsoever relative to any of the matters referred to in the preceding paragraph, nor will Representative furnish or make available such papers or information, to any other person; unless consent thereto shall have been granted in advance in writing by MEECO. Representative will not engage in, or take part in, any endeavor to persuade any of the customers. clients, suppliers, associates or agents of MEECO to do anything that might be deemed to the disadvantage of MEECO.
Adverse Interests. Promptly notify the Bank of the existence of any claims, liens, security interests, rights, attachments or other encumbrances that may be or become adverse to the interest of the Bank in any of the Collateral; and defend the Collateral against all claims, liens, security interests, demands and other encumbrances of third parties at any time claiming an interest in the Collateral that is adverse to the security interest granted to the Bank (other than those expressly permitted by the Loan Agreement), and reimburse the Bank for any reasonable expenses it may incur in satisfying any of the foregoing;
