Concessionaire’s Representations and Warranties. The representations and warranties of the Concessionaire contained in Section 9.3 shall survive and continue in full force and effect for the benefit of the City as follows: (i) as to the representations and warranties contained in Sections 9.3(a) through 9.3(h), inclusive, without time limit; and (ii) as to all other matters, for a period of 24 months following the Closing Date unless a bona fide notice of a Claim shall have been given, in writing in accordance with Section 20.1, before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim, provided such determination or settlement is being pursued diligently and in good faith by the applicable Party.
Concessionaire’s Representations and Warranties. The Concessionaire represents and warrants to the Authority that:
(i) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement;
(ii) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(iii) it is subject to the laws of Pakistan, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under including any obligation, liability or responsibility hereunder;
(iv) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under any of the terms of its Memorandum and Articles of Association [or those of any member of the Consortium] or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(v) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of the GoP or the GoPb which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(vi) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreements. However, the Authority shall be bound to make requisite amendments in the Motor PSV Rules before the functional date of first Inspection Station.
(vii) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to the GoP or the GoPb in relation to Applicable Permits contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty; and
(viii) it is a sole purpose corporate entity and the business it is allowed to trans...
Concessionaire’s Representations and Warranties. Concessionaire hereby represents the following to the County, for the purpose of inducing the County to consummate the transactions contemplated hereby, all of which shall be true as of the Effective Date:
1.4.1 Concessionaire is a Michigan limited liability company, duly formed, validly existing, in and in good standing under the laws of the state of formation, and certified in good standing under the laws of the State of California by the California Secretary of State.
1.4.2 Concessionaire has the legal power, right and authority to enter into this Agreement, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder.
1.4.3 Concessionaire’s undertakings pursuant to this Agreement are for the purpose of negotiating diligently and in good faith to prepare one or more DDAs to be entered into between the County and Concessionaire for the Properties and not for speculation in land holding.
1.4.4 The persons executing this Agreement, the instruments referenced herein, and any other documents executed and delivered on behalf of Concessionaire have the full right, power and authority to do so and have been duly authorized to do so by Concessionaire, and no further action, nor any other persons are required to execute this Agreement on behalf of Concessionaire.
Concessionaire’s Representations and Warranties. The representations and warranties of the Concessionaire contained in Section 9.3 shall survive and continue in full force and effect for the benefit of the Authority as follows: (i) as to the representations and warranties contained in Section 9.3(a) through Section 9.3(g), inclusive, without time limit; and
Concessionaire’s Representations and Warranties. The Concessionaire represents and warrants to the Implementing Agencies that:
(a) It has the financial and technical standing and capacity to undertake the Project in accordance with the terms of this O&M Contract.
(b) The execution, delivery and performance of this Contract will not conflict with, result in the breach of, constitute a default under any of the terms of its Memorandum and Articles of Association or other constitutive documents or those of any of the Consortium Member or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected.
(c) All information contained in the Bid is true, complete and not misleading.
(d) It has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Contract.
(e) No representation or warranty by it contained herein or in any other document furnished by it to the Implementing Agencies or to the GoP or the GoB in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty.
(f) Neither the Concessionaire nor any of its affiliates, nor any Person acting on its or their behalf, has committed or engaged in, with respect to the Project or any transaction contemplated by this Contract, any Sanction able Practice.
(g) The Concessionaire is not aware of any law, directive, notification, order or decree of any Provincial or Federal Government, or any Court in Pakistan, as the case may be, that prevents or may prevent either Party from legally performing its obligations under this Contract.
Concessionaire’s Representations and Warranties. Concessionaire represents, warrants and covenants to the Authority that: (i) Concessionaire is authorized to do business in Montana; (ii) Concessionaire has the right and lawful authority to enter into this Agreement and perform Concessionaire’s obligations hereunder;
Concessionaire’s Representations and Warranties. The representations and warranties of the Concessionaire contained in Section 11.2 shall survive and continue in full force and effect for the benefit of the Authority as follows: (i) as to the representations and warranties contained in Sections 11.2(a) through 11.2(e), inclusive, without time limit; and (ii) as to all other representations and warranties in Section 11.2, for a period of twenty-four (24) months following the Closing Date unless a bona fide notice of a Claim shall have been given, in writing in accordance with Section 27.1, prior to the expiration of such period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim; provided such determination or settlement is being pursued diligently and in good faith by the applicable Party.
Concessionaire’s Representations and Warranties. Concessionaire represents and warrants that, during the Term or any extension thereof, or for such longer period as may be specified herein, Concessionaire shall comply with the following provisions unless otherwise specifically approved in writing by the County:
21.3.1 Concessionaire shall not cause or permit any Hazardous Materials to be brought, kept or used in or about the Concession Area by Concessionaire, its agents, employees, assigns, contractors or invitees, except as otherwise allowed by Concessionaire's permitted use of the Concession Area and with written authorization from County and any other appropriate permitting authority.
21.3.2 Any handling, transportation, storage, treatment, or usage by Concessionaire of Hazardous Materials that is to occur on the Premises following the Commencement Date shall be in compliance with all applicable Hazardous Materials Laws. DocuSign Envelope ID: D0555DA6-6904-497B-BF05-0AE30EE2F6B0
21.3.3 Any leaks, spills, release, discharge, emission, or disposal of Hazardous Materials which may occur within the Concession Area following the Commencement Date shall be promptly and thoroughly cleaned and removed by Concessionaire at its sole expense, and any such discharge shall be promptly reported in writing to County, and to any other appropriate governmental regulatory authorities.
21.3.4 No friable asbestos shall be constructed, placed on, deposited, stored, disposed of, or located by Concessionaire within the Premises.
21.3.5 No underground improvements, including but not limited to treatment or storage tanks, or water, gas, or oil xxxxx, shall be located by Concessionaire within the Premises without County's prior written consent.
21.3.6 Concessionaire shall conduct and complete all investigations, studies, sampling, and testing procedures and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Materials on, from, or affecting the Premises in accordance with all applicable Hazardous Materials' Laws and to the satisfaction of County.
21.3.7 Concessionaire shall not place, maintain, or distribute asbestos materials on site.
21.3.8 Concessionaire shall promptly supply County with copies of all notices, reports, correspondence, and submissions made by Concessionaire to the United States Environmental Protection Agency, the United Occupational Safety, and Health Administration, and any other local, state or federal authority which requires submission of any information concerning en...
Concessionaire’s Representations and Warranties. The Concessionaire represents and warrants to the Province and BCTFA, and acknowledges that the Province and BCTFA are relying upon such representations and warranties in entering into this Agreement and the other Province Project Documents, that at the date of this Agreement, based on the facts subsisting at the date of this Agreement:
(a) the Concessionaire is a general partnership duly created and validly existing under the Partnership Act (British Columbia) and has full power and capacity to enter into and to carry out the transactions contemplated by, and to duly observe and perform all its obligations contained in, this Agreement and the other Project Documents to which it is a party, and all other documents, instruments and agreements required to be executed and delivered by the Concessionaire pursuant to this Agreement or such other Project Documents, and to carry out the Project Work;
(b) each Initial Partner is a duly formed and validly existing limited partnership under the Partnership Act (British Columbia) and each general partner of each Initial Partner is a duly incorporated and validly existing company under the Business Corporations Act (British Columbia), and each such Initial Partner and general partner has full power and capacity to enter into and to carry out the transactions contemplated by, and to duly observe and perform all its obligations contained in, this Agreement and the other Project Documents to which it is a party, and all other documents, instruments and agreements required to be executed and delivered by the Concessionaire pursuant to this Agreement or such other Project Documents, and to carry out the Project Work;
(c) the execution and delivery by the Concessionaire and each Initial Partner of this Agreement and the other Project Documents to which it is a party, and all other documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement or such other Project Documents, and the completion of the transactions contemplated by this Agreement and such other Project Documents, have been duly authorized by all necessary partnership action on the part of the Concessionaire and each Initial Partner and corporate action on the part of the general partner of each Initial Partner, and this Agreement, and each other Project Document to which the Concessionaire is a party and to be executed and delivered on or before the date of this Agreement, has been duly executed and delivered by th...
Concessionaire’s Representations and Warranties. Section 3.1.5 The reasonableness of the required representations and warranties should be calibrated depending on the amount and quality of the information and access to be given to the bidders considering the bid timeline. The request is denied.
