Authority Representations and Warranties. Customer represents, warrants, and covenants to and with Bank that (i) it is duly organized, validly existing, and in good standing in the state of its organization, (ii) the execution, delivery, and performance of all documents or agreements provided in connection with any service are within its powers, have been duly and validly authorized, and do not contravene its charter, by-laws, or any indenture, agreement, undertaking, law, regulation, or order binding it, (iii) any approval, consent, or authorization of any government authority is necessary for Customer to obtain any service from Bank has been obtained, and (iv) the terms and conditions contained in this agreement are valid and binding obligations of Customer enforceable in accordance with their terms.
Authority Representations and Warranties. Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Authority makes the following representations and warranties.
3.1 That it is fully authorized and empowered to enter into this Agreement, and that its performance of the obligations under this Agreement will not violate any agreement between the Authority and any other person, firm or organization or any law or governmental regulation.
3.2 That it is in full compliance with any and all laws and/or statutes applicable to the services described hereunder.
Authority Representations and Warranties. Guarantor represents and warrants to Landlord as follows:
13.1 No consent of any other person or entity, including, without limitation, any creditors of Guarantor, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by Guarantor in connection with this Guaranty or the execution, delivery, performance, validity, or enforceability of this Guaranty and all obligations required hereunder. This Guaranty has been duly executed and delivered by Guarantor.
13.2 To Guarantor’s knowledge, the execution, delivery and performance of this Guaranty will not violate any provision of any existing law or regulation binding on Guarantor, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on Guarantor, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which a Guarantor is a party or by which Guarantor or any of a Guarantor’s assets may be bound, and will not result in, or require, the creation or imposition of any lien on any of Guarantor’s property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract, or other agreement, instrument or undertaking.
13.3 Except for the rights and defenses of prior payment of the Guaranteed Obligations and of the non-occurrence of an event of default by Tenant under the Lease (as and to the extent Guarantor may raise the same pursuant to Section 8), the liability of Guarantor hereunder shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Guarantor, including, without limitation:
(a) any amendment, modification or extension of the Lease;
(b) any extension of time for performance, whether in whole or in part, given prior to or after default under the Lease;
(c) any exchange, surrender or release, in whole or in part, of any security which may be held by Landlord at any time for or under the Lease;
(d) any other guaranty now or hereafter executed by Guarantor or anyone else;
(e) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, of any provision, claim, cause of action, right or remedy which Landlord may,...
Authority Representations and Warranties. 6.1 RC representations and warranties
(a) it is the Regional Corporation for the Agreement Area; and
(b) it represents its Members in respect of Aboriginal Heritage matters within the Agreement Area; and
(c) all conditions and things required by applicable law to be fulfilled or done (including the obtaining of any necessary authorisations) in order to enable it lawfully to enter into, exercise its rights and perform its obligations under, this NSHA have been fulfilled or done; and
(d) it knows of no impediment to it performing its obligations under this NSHA.
Authority Representations and Warranties. The Authority represents and warrants the following:
A. The Authority is a duly organized and validly existing public trust under the laws of the State of Oklahoma and as such, is a duly constituted authority of the City and an agency of the State of Oklahoma.
B. The Authority is fully empowered to enter into this Agreement and to perform the transactions contemplated thereby and generally to carry out its obligations hereunder and thereunder. The Authority has duly authorized its Chairman to execute and deliver this Agreement and all other documentation required to consummate the transaction contemplated herein on behalf of the Authority.
C. The performance by the Authority under this Agreement will not violate any provision or constitute a default under any indenture, agreement or instrument to which the Authority is currently bound or by which it is affected.
D. To the knowledge of the undersigned officer of the Authority, there is no action, suit, proceeding or inquiry at law or in equity pending or threatened, affecting the Authority wherein any unfavorable decision, ruling or finding would materially adversely affect the Authority’s ability to perform under this Agreement or under any other instrument pertinent to the transaction contemplated herein to which the Authority is a party.
Authority Representations and Warranties. The Authority hereby represents and warrants to the City that each of the following is true and correct:
(a) The Authority is a joint exercise of powers entity formed under the laws of the State of California.
(b) The Authority has full legal right, power and authority to enter into this 2003 Supplement and to carry out and consummate all transactions contemplated by this 2003 Supplement.
(c) By proper action, the Authority has duly authorized the execution, delivery and due performance of this 2003 Supplement.
(d) The execution and delivery of this 2003 Supplement and the consummation of the transactions herein contemplated will not (i) violate any provision of Law, any order of any court or other agency of government; (ii) be in conflict with, result in a breach of or constitute a default (with due notice or the passage of time or both) under any provision of any indenture, material agreement or other instrument to which the Authority is now a party or by which it or any of its properties or assets is bound; or (iii) result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority.
(e) The interest components of 2003 Subordinated Installment Payments will not be includable in the gross income of the owners of 2003 Subordinated Bonds for federal income tax purposes.
Authority Representations and Warranties. The Authority represents and warrants that:
(a) The execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement do not and will not infringe and are not and will not be contrary to any laws or regulations of any Governmental, administrative or regulatory body to which the Authority is subject to.
(b) It will provide to the Operator all necessary access to, and exclusive use of, the Existing Facilities, free of charge and without responsibility for any debt, [tax], charges on such assets and without interruption from any other person provided that the Authority has the right at all reasonable times, in all reasonable places, and subject to the operational needs of the provision of the Services to visit, inspect and conduct tests on all documents and the Service Area and the Operator shall make reasonable provision to assist the Authority in such event.
Authority Representations and Warranties. The Authority hereby represents and warrants to BRT as follows:
(i) The Authority is the responsible public entity, as that term is used in the PPEA and the Guidelines, for the Project contemplated by the Contract Documents. As such, the Authority has full power, right, and authority to execute, deliver, and perform its obligations under, in accordance with, and subject to the terms and conditions of this Agreement and the other Contract Documents. DRAFT
(ii) The Authority has taken or caused to be taken all requisite action to authorize the execution and delivery of, and the performance of its obligations under, this Agreement and the other Contract Documents, except as specifically set forth in the Contract Documents.
(iii) Each person executing this Agreement or any other Contract Document, or any other agreement, instrument, or document on behalf of the Authority to which the Authority is a party has been or at such time of execution will be duly authorized to execute each such document on behalf of the Authority.
(iv) Neither the execution and delivery by the Authority of this Agreement and the other Contract Documents executed by the Authority concurrently herewith, nor the consummation of the transactions contemplated hereby or thereby, is in conflict with or will result in a default under or violation of any other agreements or instruments to which it is a party or by which it is bound.
(v) There is no known action, suit, proceeding, investigation or litigation pending and served on the Authority which challenges the Authority’s power to execute, deliver, or perform, or the validity or enforceability of, this Agreement and the other Contract Documents to which the Authority is a party, or which challenges the authority of the Authority director or official executing this Agreement or the other Contract Documents to which the Authority is a party, and the Authority has disclosed to BRT any pending and unserved or threatened action, suit, proceeding, investigation, or litigation with respect to such matters of which the Authority is aware.
Authority Representations and Warranties. 1.1 Riot represents and warrants that it owns, has the exclusive right to exercise control or direction over, or has the exclusive right to direct to vote 90,110,912 Common Shares, and that it does not currently have any interest in any other securities of the Company, including any swaps or hedging transactions or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Shares, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Shares, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement; and, for purposes of this Agreement, “Subject Securities” means Common Shares and any other securities of the Company entitled to vote for the election of directors of the Company from time to time owned legally or beneficially, either directly or indirectly, by Riot or over which Riot, directly or indirectly, exercises control or direction in respect of voting or over which it otherwise has the authority to vote. For purposes of this Agreement, Riot shall be considered to have beneficial ownership of, or beneficially own, a security if it is the beneficial owner of a security convertible into the said security or has a right or obligation permitting or requiring the person, whether or not on conditions, to acquire beneficial ownership of the said security by a single transaction or a series of linked transactions. For purposes of this Agreement, “person” shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure.
1.2 Riot has not (directly or indirectly) previously granted or agreed to grant to any person any power of attorney or attorney in fact, proxy or other right to vote in respect of any of the Subject Securities or entered into with any person any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of the Shareholders or give consents or approvals of any kind with respect to the Subject Securities. Neither Riot nor any of its affiliates and associates has formed or become part of, or has any present intent to form or become part of, a “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act (as de...
Authority Representations and Warranties. The Authority represents and warrants to the Provider that all information provided by the Authority to the Provider under or in connection with the services or this agreement is:
(a) if prepared or generated by the Authority, true accurate, and not misleading in any respect (including by omission); and
(b) if prepared or generated for the Authority by a third party, or provided to the Authority by a third party, to the best of the Authority's knowledge and belief, true, accurate and not misleading in any respect (including by omission).
