Certain Warranties and Representations Sample Clauses

Certain Warranties and Representations. The Company and Subsidiary Jointly and severally represent and warrant to each Investor as follows: (a) The Company and Subsidiary are corporations duly organized, validly existing and in good standing under the laws of Delaware and British Columbia, respectively. Each such entity has all requisite corporate power and authority and is entitled to carry on its business as now being conducted and to own, lease or operate its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. Each such entity is duly qualified, licensed or domesticated and in good standing as a foreign corporation authorized to do business in the states listed in Section 1(a) of the disclosure schedule signed by the Company and delivered to Investor on the date hereof (the "Disclosure Schedule"). (b) Neither the execution, delivery nor performance of this Agreement by the Company or Subsidiary will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of such entity's articles of incorporation or by-laws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment or decree to which such entity is a party or by which it may be bound or affected. The Company and Subsidiary each have the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all proceedings required to be taken by them or their stockholders to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto have been properly taken and this Agreement constitutes a valid and binding obligation of the Company and Subsidiary, except as may be limited by bankruptcy and similar laws affecting creditors generally. (c) Except as set forth in Section 1(c) of the Disclosure Schedule, the total number of outstanding shares of capital stock of the Company was as set forth in the Company's Report on SEC Form 10-Q for the quarter ended June 30, 2002 (the "10-Q"). Except as set forth in the 10Q or in the Disclosure Schedule, there are no options to purchase shares of capital stock of the Company or agreements or understandings (whether or not binding) whereby the Company is obligated to issue or transfer any shares or any inter...
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Certain Warranties and Representations. All representations and warranties contained in any Loan Document, and each representation or warranty of Trustor incorporated by reference therein or herein, and any modification or amendment thereof, shall survive the closing and funding of the loan, shall not be deemed to have merged herein or in any other document or instrument delivered concurrently herewith or hereafter, and shall remain as continuing representations and warranties of Trustor so long as any portion of the indebtedness secured hereby remains unpaid.
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Certain Warranties and Representations. The Construction Agent warrants and represents to the City as follows:
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Certain Warranties and Representations. (A) East Gate represents and warrants to the Village as follows: East Gate is the owner or contract purchaser of the Property; East Gate proposes to develop the Park in a manner contemplated in this Agreement, subject to market conditions; East Gate has full power and authority to execute this Agreement as herein provided; East Gate has provided the legal descriptions of the Property set forth in this Agreement and the attached exhibits and that said legal descriptions are accurate and correct. That officers of East Gate executing this Agreement represent and warrant that they have been lawfully authorized to execute this Agreement on behalf of East Gate and that East Gate is lawfully organized and in good standing under all applicable state laws; and That there is no litigation pending by or against East Gate that would substantially impair its ability to perform its obligations contemplated by this Agreement. (B) The Village represents and warrants to East Gate as follows: The President and Clerk of the Village have been lawfully authorized by the Village Board to execute this Agreement; All public hearings required in connection with this Agreement and the annexation and zoning of the Property have been held; and There is no litigation pending by or against the Village that would substantially impair its ability to perform its obligations contemplated by this Agreement.
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Certain Warranties and Representations. Customer represents and warrants that it has obtained all rights and licenses necessary for the Company to use all Customer Data and Customer-Provided Materials, as contemplated by this Agreement, including without limitation all consents or authorizations required under applicable laws, rules or regulations relating to the processing of personal data by Company, and that the use by the Company of such Customer Data and Customer-Provided Materials as contemplated by this Agreement will not (a) result in any breach or violation of the rights of any third party by the Company, (b) cause the Company to incur any liability or other obligation to any third party or (c) result in any violation of any laws, rules or governmental regulations. In the event of a breach of the foregoing representations and/or warranties, the Company shall not be required to use the applicable Customer Data and/or Customer- Supplied Materials and the Company may cease provision of the affected Services and/or Deliverables until such time as the Customer and the Company have entered into an appropriate Change Order to address such breach.
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Related to Certain Warranties and Representations

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

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