and complete Sample Clauses

and complete. The Borrower represents and warrants that there is no Default or Event of Default presently in existence.
Sample 1
and complete. In consideration of services rendered by United to MRD under the Consulting Agreement, MRD will: (a) issue to United a contingent promissory note in the principal amount of $2,000,000 (the "United Consulting Note"), which will be payable, if at all, at the times set forth in the United Consulting Note; and (b) pay to United an additional contingent fee described in the Consulting Agreement and relating to the Paskenta Project. MRD acknowledges and agrees that it shall not agree or consent to any modifications to the Membership Purchase Agreement, the Consulting Agreement, the United Consulting Note or any other documents, agreements or instruments with or in favor of United or Franklin and related to the transactions contemplated thereby without the prior written consent of Lakes, which consent will not be unreasonably withheld. When MRD purchases the equity interests in the Project Companies in the Franklin Buy-out, and when a portion of such interests are thereafter assigned by MRD to Lakes (or its subsidiaries) hereunder, such interests shall be free and clear of all liens and encumbrances; the Project Assets then held by the Project Companies shall also be free and clear of all liens and encumbrances, and the Project Companies shall not have any debts or other liabilities or obligations, except for (a) their obligations to repay the Advanced Funds loaned to them by United, (b) any loans and funding commitments owed to the Tribes under the Project Contracts and (c) their debts to MRD under the Project Interim Notes defined in the following paragraph. The parties acknowledge that the warranties, representations, and covenants of indemnification given by Franklin to MRD under the Membership Purchase Agreement are incomplete, because it was not appropriate for Franklin to make representations with respect to matters controlled by or known only to MRD or Mattxxx X. Xxxx xxx, therefore, MRD hereby makes the additional representations and warranties set forth in Supplement 1 attached to this Agreement. MRD also represents and warrants to Lakes that Exhibit B attached hereto contains a complete listing of all written (and a written summary of any oral) Project Contracts and no others exist except as described therein. Before the closing of the Franklin Buy-out, MRD shall have caused the Project Companies to issue to MRD promissory notes in the form attached hereto as Exhibit N, pursuant to which each of the Project Companies have agreed to repay its share of t...
Sample 1
and complete. All premiums and other amounts owing with respect to said policies have been paid in full.
Sample 1
and complete. The Company is not in default under or in violation of any provision of its charter or bylaws.
Sample 1

Related to and complete

  • Accurate and Complete Disclosure The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Seller Party to Buyer in connection with this Agreement and the other Program Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Mortgage Loan Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

  • Representations Complete None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

  • Complete and Final Agreement This Guaranty and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between the parties. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Guaranty and the other Loan Documents. Guarantor acknowledges that Guarantor has received a copy of the Note and all other Loan Documents. Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged, or terminated except by a writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that writing.

  • Representations Relating to Documents and Legal Compliance Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower’s books and records are and shall be genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Account shall comply in all material respects with all applicable laws and governmental rules and regulations. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

  • Review of Agreement Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement.

  • Agreement Complete The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing herein.

  • Review and Construction of Documents Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

  • Errors, Questions, and Complaints a. In case of errors or questions about your transactions, you should as soon as possible contact us as set forth in Section 6 of the General Terms above. b. If you think your periodic statement for your account is incorrect or you need more information about a transaction listed in the periodic statement for your account, we must hear from you no later than sixty (60) days after we send you the applicable periodic statement for your account that identifies the error. You must: 1. Tell us your name; 2. Describe the error or the transaction in question, and explain as clearly as possible why you believe it is an error or why you need more information; and, 3. Tell us the dollar amount of the suspected error. c. If you tell us orally, we may require that you send your complaint in writing within ten (10) Business Days after your oral notification. Except as described below, we will determine whether an error occurred within ten (10) Business Days after you notify us of the error. We will tell you the results of our investigation within three (3) Business Days after we complete our investigation of the error, and will correct any error promptly. However, if we require more time to confirm the nature of your complaint or question, we reserve the right to take up to forty-five (45) days to complete our investigation. If we decide to do this, we will provisionally credit your Eligible Transaction Account within ten (10) Business Days for the amount you think is in error. If we ask you to submit your complaint or question in writing and we do not receive it within ten (10) Business Days, we may not provisionally credit your Eligible Transaction Account. If it is determined there was no error we will mail you a written explanation within three (3) Business Days after completion of our investigation. You may ask for copies of documents used in our investigation. We may revoke any provisional credit provided to you if we find an error did not occur.

  • Copies of Agreement The Union and the Employer desire every employee to be familiar with the provisions of this Agreement, and her rights and obligations under it. For this reason, the Union shall have printed sufficient copies of the Agreement for distribution to employees.

  • Commencement and Completion of Construction The Company shall begin Construction Activities no later than January 1, 2014 (“Commencement Date”) and secure a final Certificate of Compliance by June 30, 2015 (hereinafter, “Completion Date”).

Most Referenced Clauses

Most Referenced Definitions