Agent’s Representations Sample Clauses

Agent’s Representations. Agent will comply with Applicable Law governing its business operations and profession. Agent will operate in compliance with the Governing Documents of the Homeowners Association.
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Agent’s Representations. The Agent represents to, and covenants and agrees with, Party A on and as of the date hereof and on each date on which a Transaction is entered into and regardless of whether such Transaction or any portion thereof has been finally allocated to the Fund that: (i) it is duly incorporated and validly existing under the laws of its place of incorporation; (ii) it is "commodity trading advisor" or a "commodity pool operator" registered under the Commodity Exchange Act, as amended, and all similar state laws under which it is required to be registered or is exempt from any such registration, and it maintains the records required by, and complies in all other material respects with, all such laws; (iii) the Agent represents (a) that it is entering into this Agreement and each Transaction on behalf of the Fund as agent; (b) the persons executing this Agreement on its behalf have been authorized to do so; (c) that it has the power and the authority to execute and deliver this Agreement as agent for the Fund and to bind the Fund and to act on its behalf in all matters related to this Agreement; and (d) this Agreement is binding upon the Fund and enforceable against the Fund in accordance with its terms and does not and will not violate the terms of any agreement by which the Fund is bound; (iv) it will enter into a Transaction only when the assets in the accounts of the Fund under its control are sufficient to meet the obligations resulting from such Transaction; (v) pursuant to the Investment Management Agreement the Fund authorized it to take all action with respect to Transactions on behalf of the Fund, including, without limitation, opening accounts with Party A on behalf of the Fund; it has examined all applicable trust instruments, corporate charters, by-laws or authorizations, partnership agreements, trust indentures or other authorizing documentation of the Fund and is satisfied that the person or persons signing the Investment Management Agreement were themselves properly authorized by the Fund; (vii) it agrees to indemnify Party A and Party A's Affiliates, to the fullest extent permitted by law, from and against any loss, liability, cost, claim, action, demand or expense (including, without limitation, the costs, expenses and disbursements of legal counsel), whether direct, indirect, incidental or consequential, resulting from, arising out of or relating to (i) any claim by Party B that any Transaction entered into by the Agent on Party B's behalf was not...
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Agent’s Representations. Agent herein warrants and represents that it is duly licensed and insured to engage in the business of real estate property management and is in compliance with all requirements set forth by the state and municipal governments and will abide by all federal, state, and local laws, ordinances and regulations governing fair housing rules and practices regarding discrimination.
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Agent’s Representations. Agent herein warrants and represents that it is duly licensed and bonded to engage in the business of real estate property management and sales and is in compliance with all requirements set forth by the state and municipal governments and will abide by all federal, state, and local laws, ordinances and regulations governing fair housing rules and practices regarding discrimination. If the Property remains unrented after the initial 120 days of this agreement, either Agent or Owner may terminate this agreement upon written notice. In the event Owner terminates the agreement within the original 120 days, Owner agrees to forfeit the Minimum Reserve to Agent. THE OWNER HEREBY DELEGATES TO THE AGENT THE FOLLOWING AUTHORITY AND POWERS (ALL OF WHICH MAY BE EXERCISED IN THE NAME OF THE OWNER) AND ASSUMES ALL EXPENSE IN CONNECTION THEREWITH: PROCURE LEASES / RENTAL AMOUNT Make all diligent efforts to procure a suitable tenant as soon as possible at the Market Rent or such other amount as may be deemed acceptable by Agent, but in no event less than the Minimum Rent without Owner’s approval. RENEW / CANCEL LEASES Negotiate and execute leases, renewals, or subsequent leases on behalf of the Owner, as in Agent’s best judgment provide a fair return to Owner, and are consistent with Owner’s instructions. Leases are to be written on the lease form provided by the Agent. COLLECT RENTS Collect all rents and other charges which become due in accordance with the terms of the Lease Agreement via legal process or other means provided owner funds are sufficient to offset the expense of same, exercising due diligence in this pursuit, but nothing in this Agreement shall be construed as a guarantee by the Agent of the payment of rents or other charges by Tenant.
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Agent’s Representations. The Agent hereby represents and acknowledges the following:
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Agent’s Representations. Agent warrants and represents to Lender as of the date hereof that: (a) a true, correct and complete copy of the Management Agreement is attached hereto as Exhibit A, that the Management Agreement has not been modified or amended, that the entire agreement between Agent and Lessee is evidenced by the Management Agreement; (b) Agent has agreed to act as manager of the Property pursuant to the Management Agreement, (c) the entire agreement between Agent and Lessee for the management of the Property is evidenced by the Management Agreement, (d) the Management Agreement constitutes the valid and binding agreement of Agent, enforceable in accordance with its terms, and Agent has full authority under all state and local laws and regulations, to perform all of its obligations under the Management Agreement, (e) Lessee is not in default in the performance of any of its obligations under the Management Agreement and all payments and fees required to be paid by Lessee to Agent thereunder have been paid to the date hereof, (f) it has reviewed the Operations and Maintenance Agreement (the “O&M Agreement”) dated as of the Original Closing Date, if any, and agrees to comply with all of the terms and conditions thereof, and further, agrees that, in the event that Borrower is required to maintain an operations and maintenance program for the management of asbestos, lead-based paint, radon or any other Hazardous Substances (as defined in the Mortgage) at the Property, then the Agent shall review same and comply with all of the terms and conditions thereof, (g) Agent has adequate leasing .and operational authority to effectively manage and lease the Property on behalf of Lessee, and (h) Agent acknowledges and agrees that Lender is a third party beneficiary under the Management Agreement.
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Agent’s Representations. Agent shall make no representations, warranties, promises, understandings, or agreements which deviate from the rates and time frames established for delivery of service and/or otherwise concerning HYP or HYP's Services not approved in advance in writing by HYP, nor shall Agent represent itself as the provider of HYP'
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Related to Agent’s Representations

  • Applicants' Representations Each of the Funds is registered under the 1940 Act as an open-end management investment company and was organized as a Massachusetts business trust. The Templeton Trust currently consists of eight separate series, and the VIP Trust consists of twenty-five separate series. Each Fund's Declaration of Trust permits the Trustees to create additional series of shares at any time. The Funds currently serve as the underlying investment medium for variable annuity contracts and variable life insurance policies issued by various insurance companies. The Funds have entered into investment management agreements with certain investment managers ("Investment Managers") directly or indirectly owned by Franklin Resources, Inc. ("Resources"), a publicly owned company engaged in the financial services industry through its subsidiaries.

  • Client Representations CLIENT represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

  • Customer Representations Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that Xxxxxx Xxxxxxx may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and Xxxxxx Xxxxxxx has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized. (B) To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement. (C) For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”). (D) It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement. (E) This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties. (F) Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

  • Borrower’s Representations Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows: (a) each of the representations and warranties of Borrower contained or incorporated in the Credit Agreement, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date); (b) as of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is continuing; (c) Borrower has all necessary limited partnership power and authority to execute, deliver and perform its obligations under this Agreement; Borrower has been duly authorized by all necessary limited partnership action on its part; and this Agreement has been duly and validly executed and delivered by Borrower and constitutes Borrower’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Borrower’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by‑laws or other organizational documents of Borrower or any order of any governmental authority and (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Borrower or any of its assets.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • CONTRACTOR’S REPRESENTATIONS In order to induce the City to enter into this Work Order, the Contractor makes the following representations: 7.1 Contractor has familiarized itself with the nature and extent of the Contract Documents including this Work Order, work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7.2 Contractor has obtained at his/her own expense and carefully studied, or assumes responsibility for obtaining and carefully studying, soil investigations, explorations, and test reports which pertain to the subsurface conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as Contractor considers necessary for the performance or furnishing of the work at the stated work order price within the Work Order stated time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of the IFB; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or is deemed necessary by Contractor for such purposes. 7.3 Contractor has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said Underground Facilities are or is deemed necessary by the Contractor in order to perform and furnish the work under this Work Order price, within the Work Order time and in accordance with the other terms and conditions of the Contract Documents. 7.4 Contractor has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. 7.5 Contractor has given the City’s Contract Administrator written notice of all conflicts, errors or discrepancies that he or she has discovered in the Contract Documents and the written resolution thereof by City or its designee is acceptable to the Contractor.

  • Tenant’s Representations In addition to any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Lease, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a [limited liability company] which is duly organized and validly existing and in good standing under the laws of the state of its formation. Tenant has all requisite power and authority under the laws of the state of its formation and its articles of organization and agreement of limited partnership or other charter documents to enter into and perform its obligations under this Lease and to consummate the transactions contemplated hereby. Tenant is duly registered or authorized, as applicable, to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Lease, and upon the execution and delivery of any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) There are no judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) To the knowledge of Tenant, neither this Lease nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Lease or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) All employees of Tenant or any Affiliate, if any, are solely employees of Tenant or such Affiliate and not Landlord. Neither Tenant nor any Affiliate of Tenant is Landlord’s agent for any purpose in regard to Tenant’s or any Affiliate of Tenant’s employees or otherwise. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant or any Affiliate of Tenant. (f) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books or (iii) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Lease.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Tenant’s Representations and Warranties The undersigned represents and warrants to Landlord that (i) Tenant is duly organized, validly existing and in good standing in accordance with the laws of the state under which it was organized; (ii) all action necessary to authorize the execution of this Amendment has been taken by Tenant; and (iii) the individual executing and delivering this Amendment on behalf of Tenant has been authorized to do so, and such execution and delivery shall bind Tenant. Tenant, at Landlord's request, shall provide Landlord with evidence of such authority.

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