Covenants Representations Warranties Sample Clauses

Covenants Representations Warranties. You hereby covenant, represent, and warrant as follows (which representations and warranties are true as of the date hereof and shall be true on the date of any draft against the Loan Account): (a) upon request you will furnish the Bank a copy of your annual business financial statement for the year, as well as the personal financial statements of the guarantors, all in form and substance acceptable to the Bank; (b) upon request you will furnish the Bank with copies of the signed tax returns (with schedules) filed by you or any of your guarantors for the past three (3) years and throughout the term of this Agreement; (c) you are either a corporation, partnership, limited liability company or limited liability partnership or sole proprietorship duly organized, validly existing in good standing and duly qualified to do business in the State of New York; (d) you have full power and authority to enter into this Agreement, and nothing in this Agreement contravenes any law, regulation, bylaw or contractual obligation binding upon you and will furnish proof of same to the Bank; (e) this Agreement constitutes your valid and legally binding obligation in accordance with its terms and has been fully authorized by all necessary action; (f) there are no pending nor, to the best of your knowledge, any threatened actions or proceedings before any court or administrative agency which, if determined against you, (or any guarantor) would have a material adverse effect on your (or any guarantor’s) financial condition, operations, or ability to repay; (g) you will maintain all collateral in good working order and repair, will keep it free of all liens and encumbrances, will notify the Bank of any loss or damage to the collateral, and will not sell, transfer, lease, or encumber the collateral; (h) the reports and information furnished by you and any guarantor are true and accurate in all material respects; (i) you will maintain your principal business demand deposit account with the Bank; (j) you will keep your assets insured against theft and destruction; (k) you will permit the Bank to examine your books and records, and audit your inventory; and (k)
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Covenants Representations Warranties. AND AGREEMENTS OF MORTGAGOR Mortgagors hereby covenant, represent, warrant and agree that:
Sample 1Sample 2Sample 3See All (4)
Covenants Representations Warranties. 6.1 Each Party represents and warrants that it has all corporate approvals and the independent right and power to enter into this CDA. 6.2 BASIA and BCSI agree that BCSI offer no guaranty regarding the eligibilty of the project with respect to carbon credits. BCSI will exert best efforts to secure carbon credit benefits to BASIA. 6.3 BASIA agrees that BCSI is a carbon development company and has carbon development agreements with other parties who may or may not compete with BASIA.
Sample 1Sample 2See All (4)
Covenants Representations Warranties. 2.1 Owner represents and warrants that, as of the Effective Date, Owner is: (a) if an individual, at least eighteen (18) years of age; and (b) not a spouse within the meaning of the Family Law Act, R.S.O. 1990, c.F.3, as amended (in this Agreement, a “Spouse”); or (c) a Spouse and all or some portion of the Optioned Property has been occupied as a family residence or matrimonial home within the meaning of the Family Law Act, R.S.O. 1990, c.F- 3, as amended (in this Agreement, a “Matrimonial Home”) , in which case this Agreement has been executed by both Spouses together comprising Owner or consented to in writing by Owner’s Spouse as is evidenced by the signature of such Spouse on the Consent attached hereto as Schedule E; or (d) a Spouse, but no portion of the Optioned Property has been occupied as a Matrimonial Home; or (e) a corporation, and all or some portion of the Optioned Property has been occupied by an officer, director or shareholder of such corporation or by any of their Spouses as a Matrimonial Home, in which case this Agreement has been executed by both Spouses together as is evidenced by the signature of such Spouse on the Consent attached hereto as Schedule E; or (f) a corporation, but no portion of the Optioned Property has been occupied by any officer, director or shareholder of the corporation or by any of their Spouses as a Matrimonial Home. 2.2 Owner acknowledges that Owner has had the full opportunity to obtain independent legal representation or advice in connection with this Agreement. 2.3 Owner hereby agrees and covenants: (a) that subsequent to the execution and delivery of this Agreement and without any additional consideration made or cost to Owner, Owner will execute and deliver or cause to be executed and delivered any further legal instruments, including, without limitation, any required consents or acknowledgements and perform any acts which are or may become necessary to effectuate the purposes of this Agreement and to complete the transactions contemplated hereunder; (b) that Owner will appoint Enbridge to act as Owner’s agent for the purpose of executing such consents or authorizations as may be necessary for Enbridge to make any application for re-zoning or site plan approval pursuant to this Agreement, and agrees to cooperate in any such applications; and (c) that any information which Owner has access to or which comes into Owner’s possession relating to Enbridge’s activities (including the terms of this Agreement) (co...
Sample 1
Covenants Representations Warranties. 5.1 Personal Data. Customer will ensure that any Personal Data that it discloses to PROS in connection with this Agreement (including comprising any Customer Data) has been collected in accordance with the Privacy Laws and that PROS is authorized to use the Personal Data for the purposes set out in and contemplated under this Agreement.
Sample 1
Covenants Representations Warranties. AND AGREEMENTS OF MORTGAGOR
Sample 1
Covenants Representations Warranties a. Grantor hereby represents and warrants to Grantee the following: (i) Grantor is the fee simple owner of the b. Without Grantee’s prior written consent, which consent may be withheld or conditioned in Grantee’s sole and absolute discretion, Grantor shall not cause any portion of the Easement Areas to be separately assessed for tax purposes. c. In the event Grantor receives notification of any condemnation proceeding affecting the Easement Areas, Grantor shall provide notice of the proceeding to Grantee within forty‐eight (48) hours. If a condemning authority takes all of the Easement Areas, or any portion thereof, Grantee shall be entitled to pursue Xxxxxxx’s own award in the condemnation proceeds, which for Grantee will include, where applicable, the value of its communications facility, moving expenses, consideration paid to Grantor for the Easements, and business dislocation expenses. d. Grantor shall not, and shall not permit any third party to use, generate, store, or dispose of any Hazardous Materials on, under, about, or within the Premises or within the Easement Areas in violation of any Environmental Laws. As used herein, “Hazardous Materials” shall mean any: contaminants, oils, asbestos, PCBs, hazardous substances, or wastes as defined by federal, state, or local environmental laws, regulations, or administrative orders or other materials the removal of which are required or the maintenance of which are prohibited or regulated by any federal, state, or local governmental authorities having jurisdiction over all or any portion of the Premises. As used herein, “Environmental Laws” shall mean any laws, regulations, ordinances, and/or administrative orders applicable to all or any portion of the Premises, which govern Hazardous Materials.
Sample 1
AutoNDA by SimpleDocs
Covenants Representations Warranties a. Grantor hereby represents and warrants to Grantee the following: (i) Grantor is the fee simple owner of the Premises and Easement Areas, free and clear of all liens and encumbrances; (ii) Grantor has the full authority and power to enter into and perform its obligations under this Agreement, and, to the extent applicable, the person or persons executing this Agreement on behalf of Grantor have the authority to enter into and deliver this Agreement on behalf of Grantor; (iii) there is no condemnation proceeding pending or threatened against all or any portion of the Premises; (iv) no claim, litigation, proceeding, or investigation is pending or threatened against Grantor or all or any portion of the Premises that could affect Grantee’s use of the Easement Areas as contemplated herein; (v) Grantor has not filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors or suffered the appointment of a receiver to take possession of substantially all of its assets;
Sample 1
Covenants Representations Warranties 
Sample 1Sample 2Sample 3See All (18)

Related to Covenants Representations Warranties

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!