Certain Representations and Covenants Sample Clauses

Certain Representations and Covenants. Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows: 13.1 The Member (A) is an “Accredited Investor”, (B) is aware that the sale of the Interest to it is being made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and (C) is acquiring the Interest for its own account by exercising its sole investment discretion. The Member has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Interest, and the Member is able to bear the economic risk of its investment indefinitely. 13.2 The Member understands that the Interest is being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Interest has not been and will not be registered under the Securities Act, and, if in the future the Member decides to offer, resell, pledge or otherwise transfer the Interest, such Interest may be offered, resold, pledged or otherwise transferred only in accordance with the legend set forth on the cover of this Agreement. The Member acknowledges that no representation is made by the Company, other Members, the Manager or the Special Purpose Manager, as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Interest. 13.3 The Member understands that an investment in the Interest involves certain risks, including the risk of loss of a substantial part of its investment under certain circumstances. The Member has had access to such financial and other information concerning the Company, other Members, the Manager or the Special Purpose Manager, and the Interest as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Interest, including an opportunity to ask questions of and request information from the Company. 13.4 In connection with the purchase of the Interest: (i) none of the Company, other Members, the Manager or the Special Purpose Manager is acting as a fiduciary or financial or investment adviser for the Member; (ii) the Member is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Company, other Members, the Manager or the Special Purpose Manager other than those set forth in this Agreement; (iii...

Certain Representations and Covenants. (a) The parties hereby make the following representations and covenants. (i) Certegy for itself and on behalf of each member of the Certegy Group represents to Equifax that the information and representations furnished in any Ruling Document (as modified, qualified or elaborated in any subsequent Ruling Documents) are accurate and complete as of the date hereof, to the extent that such information and representations relate to the Certegy Group or the business or activities of such entity. (ii) Equifax for itself and on behalf of each member of the Equifax Group represents to Certegy that, as of the date hereof, there is no plan or intention to take any action inconsistent with the information and representations furnished in any Ruling Documents (as modified, qualified or elaborated in any subsequent Ruling Documents). (iii) Each of Certegy and Equifax respectively represents to the other party that, as of the date hereof, it is not aware of any plan or intention by the current shareholders of Equifax to sell, exchange, transfer by gift, or otherwise dispose of any of their stock in, or securities of, Equifax or Certegy subsequent to the Distribution, except as described in any Ruling Document (as modified, qualified or elaborated in any subsequent Ruling Documents). (iv) Each of Certegy and Equifax respectively covenants to the other party (A) that it will use its best efforts to verify that the foregoing representations made by it in this Section 2.5(a) are accurate and complete as of the Distribution Date and (B) if, after the date hereof, it obtains information indicating, or otherwise becomes aware, that any such representations are or may be inaccurate or incomplete, that it will promptly inform the other party, as the case may be. (v) Each of Certegy and Equifax respectively covenants to the other party that it shall treat for income Tax purposes all transactions that are the subject of the Initial IRS Ruling consistently therewith. (b) Each of Certegy and Equifax covenants to the other party that, except as permitted in Section 2.5(c): (i) During the two-year period following the Distribution Date, it will not merge or consolidate with any other person, or enter into any transaction that constitutes a liquidation of such entity for federal income tax purposes. (ii) During the two-year period following the Distribution Date, it will not sell, exchange, distribute or otherwise dispose of assets used in the active conduct of the historic businesses r...

Certain Representations and Covenants. Except as provided in Section 11.4, neither the Managers nor Franco shall have any personal liability for any breach of any representation, warranty, agreement or covenant made by them herein (a "Manager or Franco Breach"). However, in the event of any such Manager or Franco Breach (i) Seller shall be released from all responsibility and liability with respect to the breach of any representations, warranties, agreements or covenants made by Seller in this Agreement (or any failure of any Schedule to be true, complete and accurate) as a result of any such Manager or Franco Breach or as a result of the event, circumstance or condition causing such Manager or Franco breach; (ii) the requirements of Section IX(c) shall be waived with respect to each such representation or warranty and the requirements of Section IX (b) shall be waived with respect to each such agreement or covenant; and (iii) Seller shall not be deemed to be in material breach of any such representation, warranty, agreement or covenant for purposes of Section 10.2(b) hereof as a result of any such Manager or Franco Breach or as a result of the event, circumstance or condition causing such Manager or Franco Breach.

Certain Representations and Covenants. Each Party represents and warrants to the other Party, as of the Effective Date, that (a) it is duly formed and existing and in good standing under its jurisdiction of formation (and is in good standing with all regulatory agencies having jurisdiction over it), and is duly qualified to do business under the laws of such jurisdiction and each other jurisdiction in which such qualification is required to perform its obligations under this Agreement, (b) it has the limited liability company or corporate power and authority to execute and deliver this Agreement, perform its obligations under this Agreement, cause this Agreement to burden the DBR Lands (with respect to DBR and Landowner) and the TPR Lands (with respect to TPR), and to grant the rights granted to other Parties by this Agreement and (c) this Agreement has been duly executed and delivered by it and is legally binding upon it (assuming that the other Party has duly executed and delivered this Agreement), enforceable in accordance with its terms. Each Party covenants to take all actions necessary to maintain its good standing with regulatory agencies having jurisdiction over it (except where a failure to do so would not materially and adversely affect the ability of such Party to comply with this Agreement).

Certain Representations and Covenants. Each of MAS, LumiCyte and Xxxxxxxx represents and covenants that, as of the Execution Date, upon execution and delivery of the Assignment Agreement and Exclusive License Agreement by all Parties, (i) CBI will exclusively own and control all right, title and interest of MAS, LumiCyte and Xxxxxxxx, respectively, in, under and to the Assigned Technology (including all of their respective patent, copyright and trade secret rights with respect thereto); (ii) Ciphergen, collectively, will be the exclusive licensee of the Licensed MAS Technology (including all patent, copyright and trade secret rights of MAS, LumiCyte, and Xxxxxxxx, respectively, with respect thereto); and (iii) Ciphergen, collectively, will be MAS’ exclusive sublicensee of the Baylor Technology and all Improvements.

Certain Representations and Covenants. Each Purchaser, by execution and delivery hereof or of an Assignment and Acceptance, shall be deemed to make to the Company, as of the Closing Date or upon the effectiveness of such Assignment and Acceptance, as the case may be (without regard to whether the Notes are "securities" for purposes of the Securities Act), the following representations, warranties and covenants: (i) Such Purchaser is acquiring the Notes (or Participations therein) solely for financing or investment purposes and not with a view toward, or for sale in connection with, any distribution thereof (except for distributions of Notes held by the Initial Purchaser pursuant to the Syndications), has received and reviewed such information as it deems necessary to evaluate the merits and risks of its investment in the Notes, is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes, including a complete loss of its investment. (ii) Such Purchaser acknowledges that the Notes issued hereunder have not been and will not be registered under the Securities Act and may not be offered, sold or otherwise transferred without registration under the Securities Act other than to the Company or unless an exemption from registration is available. In addition, the Purchaser represents that it is acquiring the Notes for investment and not with a view to any sale or distribution thereof, subject to its ability to resell Notes pursuant to Rule 144A or Regulation S of the Securities Act, or as otherwise provided by law and subject in any case to any requirement of law that the disposition of the property of such Purchaser shall at all times be and remain within its control. (iii) The Notes and the other Note Documents may be amended or supplemented from time to time to modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any change in Applicable Law (or the interpretation thereof) or in practices related to the resale or transfer of restricted securities generally. By the acceptance of any Note, such Purchaser is deemed to have agreed to any such amendment or supplement. (iv) Any offer of Assignment or Assignment by such Purchaser not made pursuant to an effective registration statement shall only be made (A) to Persons whom the Purchaser reasonably believes to be a "quali...

Certain Representations and Covenants. The Debtor agrees, subject to its right as provided in paragraph (c) of Section 3 hereof, from and after the date of this Security Agreement and until payment in full of the Secured Obligations, as follows:

Certain Representations and Covenants. 4.5.1 Licensee has not, directly or indirectly, offered, promised, paid, authorized or given, and will not in the future, offer, promise, pay, authorize or give, money or anything of value, directly or indirectly, to any Government Official (as defined below) or Other Covered Party (as defined below) for the purpose of: (i) influencing any act or decision of the Government Official or Other Covered Party; (ii) inducing the Government Official or Other Covered Party to do or omit to do an act in violation of a lawful duty; (iii) securing any improper advantage; or (iv) inducing the Government Official or Other Covered Party to influence the act or decision of a government or government instrumentality, in order to obtain or retain business, or direct business to, any person or entity, in any way related to this Agreement.

Certain Representations and Covenants. The Company represents and warrants to Brightpoint, the Brightpoint Shareholder and Brightpoint International that (a) this Agreement and the transactions contemplated hereby have not given, and will not give, rise to a default or breach under (i) the Indenture (as defined in the Shareholders Agreement), (ii) any bonds issued under, or any other document or agreement entered into pursuant to, the Indenture or (iii) any other financing of the Company or its Subsidiaries (as defined in the Shareholders Agreement); (b) the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, and the Company has all necessary corporate power and corporate authority with respect thereto; and (c) no dividends have been declared or paid by the Company on any Intcomex Common Stock since the date of the Purchase Agreement. Any dividends declared in respect of the Shares prior to the closing of the option granted pursuant to Section 2 hereof shall be payable to the Brightpoint Shareholder.

Certain Representations and Covenants. IN ORDER TO INDUCE THE GUARANTEED PARTY TO MAKE EXTENSIONS OF CREDIT UNDER THE CREDIT AGREEMENT, THE GUARANTOR HEREBY REPRESENTS AND WARRANTS TO THE GUARANTEED PARTY THAT (I) THIS AGREEMENT IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE GUARANTOR, ENFORCEABLE AGAINST THE GUARANTOR IN ACCORDANCE WITH ITS TERMS, (II) THE EXECUTION, DELIVERY AND PERFORMANCE BY THE GUARANTOR OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE AND, IF REQUIRED, STOCKHOLDER ACTION, AND (III) THE EXECUTION, DELIVERY AND PERFORMANCE BY THE GUARANTOR OF THIS AGREEMENT IS AND WILL BE WITHIN THE GUARANTOR'S POWERS, CORPORATE AND OTHERWISE, AND DOES NOT AND WILL NOT VIOLATE OR BREACH ANY STATUTE, REGULATION, OR OTHER APPLICABLE LAW (AS DEFINED IN THE CREDIT AGREEMENT) OR THE GUARANTOR'S CERTIFICATE OF INCORPORATION OR BY-LAWS.