GENERAL REPRESENTATIONS AND COVENANTS Sample Clauses

GENERAL REPRESENTATIONS AND COVENANTS. Debtor represents, warrants and covenants as follows: (a) Except for the security interest granted hereby, Debtor is, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole, exclusive and record owner of the Collateral, and the Collateral is and shall remain free from any and all liens, security interests, encumbrances, claims and interests. (b) Debtor shall, at Debtor's expense, perform, do, make, procure, execute and deliver all acts, things, certificates, instruments, passbooks, writings and other assurances as Bank may at any time request or require to protect, assure or enforce its interests, rights and remedies created by, provided in or emanating from this agreement. (c) If any of the Collateral is not now evidenced by a certificate, instrument, passbook or writing, and if at any time during the term of this agreement, a certificate, instrument, passbook or writing shall be used or issued to evidence Debtor's interest in the Collateral, Debtor shall, immediately upon learning of the same, notify in writing the loan officer who is handling Debtor's Obligations on behalf of Bank that such has occurred, or that such is going to occur, and shall assist. Bank in order to ensure that Bank obtains possession of that evidence or otherwise perfects its security interest in the certificate, instrument, passbook or writing evidencing the Collateral. (d) Debtor shall not create, permit or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in or lien or encumbrance upon the Collateral, other than the security interest granted hereby, and shall defend the right, title and interest of Bank in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein. (e) Subject to any limitation stated therein or in connection therewith, all information furnished by Debtor concerning the Collateral or otherwise in connection with the Obligations, is or shall be at the time the same is furnished, accurate, correct and complete in all material respects. (f) Debtor's legal name, state of organization and chief executive office are as set forth at the beginning of this Agreement. Unless Bank consents in writing to a change in Debtor's legal name or state of organization prior to such a change, Debtor shall not change its legal name or state of organization.
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GENERAL REPRESENTATIONS AND COVENANTS. (a) This Agreement is made by the Company with Post in reliance upon Post's representations and covenants made in this Section 4, which by --------- Post's execution of this Agreement, it hereby confirms. (b) Post is aware that the sale provided for in this Agreement and the issuance of the Exchange Common Stock hereunder is exempt pursuant to Section 3(a)(9) of the Securities Act, and that the Company's reliance on such exemption is predicated on Post's representations set forth herein.
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GENERAL REPRESENTATIONS AND COVENANTS. Representations and Covenants of the Issuer 7 Section 2.2. Representations and Covenants of the Institution 9 Section 2.3. Representations and Covenants of the Bond Trustee 13 Section 2.4. Survival of Representations and Covenants 13 Section 3.1. General 13 Section 3.2. Reasonable Expectations 13 Section 3.3. Purposes of the Financing 14 Section 3.4. Funds and Accounts 14 Section 3.5. Amount and Use of Bond Proceeds and Other Money 14 Section 3.6. Multipurpose Issue 14 Section 3.7. No Advance Refunding 15 Section 3.8. No Current Refunding 15 Section 3.9. Project Completion 15 Section 3.10. Loan Agreement/Sinking Funds 15 Section 3.11. Reserve, Replacement and Pledged Funds 15 Section 3.12. Purpose Investment Yield 15 Section 3.13. Offering Prices and Yield on Bonds 16 Section 3.14. Miscellaneous Arbitrage Matters 16 Section 3.15. Conclusion 16 Section 4.1. General 16 Section 4.2. Record Keeping, Use of Bond Proceeds and Use of Financed Facilities 17 Section 4.3. Temporary Periods/Yield Restriction 18 Section 4.4. Fair Market Value 18 Section 4.5. Exemption of Certain Gross Proceeds from the Rebate Requirement 21 Section 4.6. Computation and Payment of Arbitrage Rebate 23 Section 4.7. Successor Rebate Analyst 23 Section 4.8. Filing Requirements 24 Section 4.9. Survival after Defeasance 24 Section 4.10. Tax Audits 24
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GENERAL REPRESENTATIONS AND COVENANTS. 1. Subject to the acceptance of this subscription by the Company, the individual or entity that will be the beneficial owner of the Class A Units (the “Subscriber”), either directly or through its undersigned nominee, hereby irrevocably subscribes for and agrees to purchase such number of Class A Units for the total subscription amount indicated on Exhibit A annexed hereto. 2. The undersigned, for itself as Subscriber or as nominee for the Subscriber (the “Undersigned”), represents and warrants to the Company that: (a) if a corporation or other entity, the Subscriber: (i) is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and was not formed for the specific purpose of acquiring the Class A Units; (ii) has full power and authority to enter into and perform this Subscription Agreement and the Operating Agreement; (iii) is bound and obligated by this Subscription Agreement and the Operating Agreement, which are valid and enforceable against it in accordance with their respective terms; and (iv) has authorized, by all necessary corporate or other action, the execution, delivery, and performance of this Subscription Agreement and the Operating Agreement, the terms of which will not violate any contract, restriction, or commitment of, or applicable to, the Subscriber or any of its affiliates, or, to the best of the Subscriber’s knowledge, any applicable law or government regulation; (b) the Subscriber is a natural person and is not a Benefit Plan Investor (as defined below). For these purposes, a “Benefit Plan Investor,” as defined under Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and any regulations promulgated thereunder, includes (a) an “employee benefit plan” that is subject to the provisions of Title I of ERISA; (b) a “plan” that is not subject to the provisions of Title I of ERISA, but that is subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), such as individual retirement accounts and certain retirement plans for self-employed individuals; and (c) a pooled investment fund whose assets are treated as “plan assets” under Section 3(42) of ERISA and any regulations promulgated thereunder because “employee benefit plans” or “plans” hold twenty-five percent (25%) or more of any class of equity interest in such pooled investment fund; (c) if the Subscriber is a “disregarded entity” ...
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GENERAL REPRESENTATIONS AND COVENANTS. In each case subject to the provisions of the Intercreditor Agreement, Debtor represents, warrants and covenants as follows: (a) (i) Debtor is, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole owner of the Collateral free from any and all Liens, security interests, encumbrances claims and interests (other than Liens permitted by the Investment Agreement); and (ii) no security agreement financing statement, equivalent security or lien instrument or continuation statement covering any of the Collateral is on file or of record in any public office (other than in respect of the Liens permitted under the Investment Agreement). (b) Debtor shall not create, permit or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in or Lien or encumbrance upon the Collateral (other than Liens permitted under the Investment Agreement) and shall defend the right, title and interest of the Agent and Lenders in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein. (c) Debtor is a corporation organized and existing under the laws of the State of Indiana. Debtor's principal place of business and chief executive office is located at the address set forth on Schedule 2 attached hereto ("Executive Office"). Debtor has no other place of business, except as shown in Schedule 2 attached to, and made a part of this Agreement. Debtor shall not change its Executive Office or do business at a location not shown on Schedule 2 without Agent's prior written consent. Debtor's records concerning the Accounts, Chattel Paper, General Intangibles, Payment Intangibles, Inventory and other Collateral shall be maintained at the Debtor's Executive Office. (d) At least thirty (30) days prior to the occurrence of any of the following events, Debtor shall deliver to Agent written notice of such impending events: (i) a change in Debtor's Executive Office or place of business; (ii) the opening or closing of any other place of business; or (iii) a change in Debtor's name, identity or corporate structure. (e) Subject to any limitation stated therein or in connection therewith, all information furnished by Debtor concerning the Collateral or otherwise in connection with the Secured Obligations, is or shall be at the time the same is furnished, accurate, correct and complete in all material respects. (f) The Collateral is and shall be used primarily...
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GENERAL REPRESENTATIONS AND COVENANTS. This Agreement is made by the Company with such Holder in reliance upon such Holder’s representations and covenants made in this Section 3.2, which by such Holder’s execution of this Agreement, it hereby confirms.
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GENERAL REPRESENTATIONS AND COVENANTS. 5‑ SECTION 2.1. Representations and Covenants of the Agency ‑5‑ SECTION 2.2. Representations and Covenants of the CHDO ‑6‑
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