Covenants, Representation and Warranties. Grantee hereby covenants as follows:
(a) So long as Grantee holds any LTIP Units, Grantee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Partnership or to comply with the requirements of any other appropriate tax authority.
(b) Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached hereto as Annex B. Grantee agrees to file the election within thirty (30) days after the Grant Date with the Internal Revenue Service, to promptly provide a copy of such filed election to the Company, and to file a copy of such election with Grantee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to Grantee.
(c) Grantee hereby agrees not to dispose of the LTIP Units subject to this Award within two years of receipt of such LTIP Units. The Partnership and Grantee hereby agree to treat Grantee as the owner of the LTIP Units from the Grant Date. Grantee hereby agrees to take into account the distributive share of Partnership income, gain, loss, deduction, and credit associated with the LTIP Units in computing Grantee’s income tax liability for the entire period during which Grantee has the LTIP Units.
(d) Grantee hereby recognizes that the Internal Revenue Service has proposed regulations under Sections 83 and 704 of the Code that may affect the proper treatment of the LTIP Units for federal income tax purposes. In the event that those proposed regulations are finalized, Grantee hereby agrees to cooperate with the Partnership in amending this Agreement and the Partnership Agreement, and to take such other action as may be required, to conform to such regulations.
(e) Grantee has received and read a copy of the Partnership Agreement and the Plan and has had his or her tax advisors advise him or her on the application of U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which Grantee is or by reason of the Award may become subject to.
Covenants, Representation and Warranties of the Issuer, the Depositor, the Titling Trust, GM Financial and the Settlor.
12.01 Upon the effectiveness of this Amendment, each of the Issuer, the Depositor, the Titling Trust, GM Financial and the Settlor hereby (i) reaffirms all covenants, representations and warranties made by it in the Program Documents to which it is a party to the extent the same are not amended hereby and (ii) agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the Effective Date of this Amendment.
12.02 Each of the Issuer, the Depositor, the Titling Trust, GM Financial and the Settlor hereby represents and warrants that this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
Covenants, Representation and Warranties. The Grantee hereby makes the covenants, representations and warranties and set forth on Annex B attached hereto as of the date of acceptance of this Agreement and the date of each automatic grant of additional LTIP Units under this Agreement after such date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Annex B were false when made or have, as a result of changes in circumstances, become false.
Covenants, Representation and Warranties. The Grantee hereby makes the covenants, representations and warranties and set forth on ANNEX B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on ANNEX B were false when made or have, as a result of changes in circumstances, become false.
Covenants, Representation and Warranties. Each Grantor represents and warrants to the Administrative Agent and the Secured Parties as of the date hereof and as of the date of each Perfection Certificate Supplement, and agrees that:
Covenants, Representation and Warranties. The Grantee hereby makes the covenants, representations and warranties and set forth on Annex B attached hereto as of the date of acceptance of this Agreement and the date of each automatic grant of additional Units under this Agreement after such date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Company upon discovering that any of the representations or warranties set forth on Annex B were false when made or have, as a result of changes in circumstances, become false. The Grantee acknowledges and agrees that as required by the LTIP Unit Vesting Agreement, the covenants, representations and warranties set forth on Annex B are also made specifically for the benefit of the Partnership and NRFC, who may rely on such covenants, representations and warranties as if they were parties hereto.
Covenants, Representation and Warranties of the Company and Sellers Each Seller, jointly and severally, and the Company, to induce Buyer to enter into and consummate this Agreement, represents and warrants to Buyer that:
A. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, with the power to own its properties and carry on its business as now being conducted.
B. The authorized capital stock of the Company consists of 200 shares, per share, of which there are issued and outstanding 30 shares, all of which are validly issued, fully paid and non-assessable and owned of record and beneficially by Sellers, free and clear of all liens and encumbrances.
C. The execution, delivery and performance of this Agreement has been duly authorized and approved by the Company's Board of Directors and Sellers. The Company and Sellers have the full right, power and authority, without further corporate action, to enter into this agreement and perform the same, and this Agreement constitutes a valid and binding obligation of the Company and Sellers in accordance with its terms. Neither the execution nor delivery of this Agreement nor the performance of this Agreement will result (with or without lapse of time or the giving of notice or both) in any breach of any term or provision of any contract, agreement, indenture or other instrument (including without limitation the Company's certificate of incorporation and by-laws), or any judgment, decree or order of any court to which the Company is a party, or by which the Company may be bound, and no consent or authorization is required of any person, firm or corporation pursuant to any of the aforementioned instruments to the Company and Sellers consummation of this Agreement and the transactions contemplated hereby.
D. The Company has no subsidiaries or interest in any other corporation, partnership, joint venture or proprietorship.
E. The Company owns outright and has good and marketable title to all of its properties and assets free and clear of all liens and encumbrances.
F. There are no liabilities of the Company of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which the Company may become liable on or after consummation of the transactions contemplated by this Agreement
G. All Federal, state and local income and other taxes accrued or asserted against the Company have been paid, or adequate reserves have been established therefore by the ...
Covenants, Representation and Warranties. Client will comply with DHR employment policies and directives and will provide DHR with timely notice of absences, tardiness, misconduct, and terminations or neglect of duties of any leased employees.
Covenants, Representation and Warranties. (a) Upon the effectiveness of this Amendment, each of the Originators and the Buyer hereby (i) reaffirms all covenants, representations and warranties made by it in the Agreement to the extent the same are not amended hereby and (ii) agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.
(b) Each of the parties hereto hereby represents and warrants that this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
