AND COVENANTS Sample Clauses

AND COVENANTS. Each of the Company's and Purchaser's representations, warranties, and covenants shall survive the execution and delivery of this Agreement and the delivery of the certificates representing the Securities.
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AND COVENANTS. The Borrower represents, warrants and covenants for the benefit of the Noteholder and the Issuer, as follows:
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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.
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AND COVENANTS. To induce Bank to enter into this Agreement, Borrower represents, warrants, and covenants as follows:
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AND COVENANTS. The Parties also agree: that they will not engage in any conduct or make any statements which are critical of the other Party relating to or in connection with the Agreement, the termination of the Terminating Agreement, or the Settlement Agreement; that they will not disclose any information, knowledge or data about the other Party which has been designated and/or treated as confidential; that they will not claim as their own, make use of or take with them any intellectual property, including without limitation trade secrets, trademarks, trade names and/or copyrighted material, or licensed data; and that they will surrender or have surrendered to the other Party all material being assigned hereunder. The Parties further acknowledge that they understand that these provisions may not be waived, except in writing signed by authorized officers of both Parties. The Parties (on behalf of themselves, and all of their heirs, assigns, legal representatives, successors-in-interest, or any person claiming through them) agree to release and discharge any claim, charge, complaint, demand, dispute or liability of any kind that relates to or involves the Terminating Agreement, except those claims that may arise from any breach of this Settlement Agreement, which they have had or now have against the other Party. The claims being released by the Parties include, but are not limited to, any and all claims for damages, fees and costs, or any other relief that may be or could have been asserted in any legal or administrative proceeding under state or federal law. The Parties knowingly and voluntarily release any and all claims they have had or may have against the other Party. The Parties further acknowledge that they are aware of and have had the opportunity to consult with an attorney and become aware of their rights under the laws specifically and generally described above in this Section 3, and that they are permanently waiving those legal rights to the fullest extent that a waiver is allowed by law.
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AND COVENANTS. PPA. Should the Seller require consent from the Buyer under the Amended TPL PPA, the Buyer shall give such consent provided that NPower London and London Electricity have both given the corresponding consent under their arrangements with the Seller. The Buyer retains the right to be notified of any such consent issue and to take part in all discussions relating to the same with NPower Northern and London Electricity.
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AND COVENANTS. Subscriber represents, warrants and covenants as follows:
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AND COVENANTS. The Corporation hereby confirms that the representations, warranties, and covenants of the Corporation set forth in Section 5 of the Assignment Agreement are true and correct and in full force as of the date hereof.
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AND COVENANTS 
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Related to AND COVENANTS

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • REPRESENTATIONS BY AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Subscriber that:

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Agreement and Covenants The Investor shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Unless the Issuer receives written notification to the contrary at the Closing, the Issuer shall be entitled to assume that the preceding is accurate in all respects at the Closing.

  • Survival of Covenants Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

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