Grantee Representations and Warranties. In connection with the execution and delivery of this Agreement, the Grantee makes the following representations and warranties to Grantor:
(a) That it has no public or private interest, direct or indirect, and will not acquire, directly or indirectly any such interest which does or may conflict in any manner with the performance of the Grantee’s services and obligations under this Agreement;
(b) That no member of any governing body or any officer, agent or employee of the State, has a personal financial or economic interest directly in this Agreement, or any compensation to be paid hereunder except as may be permitted by applicable statute, regulation or ordinance;
(c) That there is no action, suit or proceeding at law or in equity pending, nor to the best of Grantee’s knowledge, threatened, against or affecting the Grantee, before any court or before any governmental or administrative agency, which will have a material adverse effect on the performance required by this Agreement;
(d) That to the best of the Grantee’s knowledge and belief, the Grantee, its principals and key project personnel:
(i) Are not presently declared ineligible or voluntarily excluded from contracting with any federal or State department or agency;
(ii) Have not, within a three (3)-year period preceding this Agreement, been convicted of any felony; been convicted of a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; had a civil judgment rendered against them for commission of fraud; been found in violation of federal or state antitrust statutes; or been convicted of embezzlement, theft, larceny, forgery, bribery, falsification or destruction of records, making a false statement, or receiving stolen property;
(iii) Are not presently indicted for, or otherwise criminally or civilly charged, by a government entity (federal, state or local) with commission of any of the offenses enumerated in subparagraph (ii) of this certification; and
(iv) Have not had, within a three (3)-year period preceding this Agreement, any judgment rendered in an administrative, civil or criminal matter against the Grantee, or any entity associated with its principals or key personnel, related to a grant issued by any federal or state agency or a local government. Any request for an exception to the provisions of this subparagraph (d) must be made in writing, listing the name of the individ...
Grantee Representations and Warranties. Grantee hereby represents and warrants to Issuer that:
(a) Grantee has all requisite corporate power and authority to enter into this Agreement and, subject to any approvals or consents to herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Grantee. This Agreement has been duly executed and delivered by Grantee.
(b) The Option is not being, and any shares of Common Stock or other securities acquired by Grantee upon exercise of the Option will not be, acquired with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in a transaction registered or exempt from registration under the 1933 Act.
Grantee Representations and Warranties. Grantee warrants that it is duly organized under applicable laws of the State of California, is qualified to do business in the City, and is in compliance in all material respects with all laws and regulations necessary to provide the services described in this Agreement.
Grantee Representations and Warranties. The Grantee hereby represents and warrants that:
a. The execution and delivery of this Grant Agreement has been duly authorized by all necessary Grantee action and are not in contravention of law or in contravention of the provisions of any indenture agreement or undertaking to which the Grantee is a party or by which it is bound.
b. There is no action, suit proceeding, or investigation at law or in equity or before any court, public board or body pending, or to the knowledge of the Grantee, threatened against or affecting it that could or might adversely affect the Project or any of the transactions contemplated by this Grant Agreement the validity or enforceability of this Grant Agreement, or the abilities of the Grantee to discharge their obligations under this Grant Agreement. If it is subsequently found that an action, suit, proceeding, or investigation did or could threaten or affect the development of the Project, DIT may require repayment from the Grantee based on Section 6 of this Grant Agreement and this Grant Agreement may be terminated by DIT effective upon notice.
c. No consent or approval is necessary from any governmental authority as a condition to the execution and delivery of this Grant Agreement by the Grantee or the performance of any of its obligations hereunder, or all such requisite governmental consents or approvals have been obtained. The Grantee shall provide DIT with evidence of the existence of any such necessary consents or approvals at the time of the execution of this Grant Agreement.
d. The Grantee is solvent, is financially capable of performing the Project responsibilities, is a going concern, is duly authorized to do business under North Carolina law, and is not delinquent on any federal, state, or local taxes, licenses, or fees. If it is subsequently found that the Grantee was not solvent, was not financially capable of performing its Project responsibilities, was delinquent on its federal, state or local taxes, licenses or fees or, if applicable, was not a going concern or was not duly authorized to do business under North Carolina law, DIT may require repayment from the Grantee based on the Section 6 of this Grant Agreement.
Grantee Representations and Warranties. Grantee represents and warrants that:
(a) It is an Eligible Local Jurisdiction as set forth in the Grant Solicitation.
(b) It is not a party to any agreement, written or oral, creating obligations that would prevent it from entering into this Agreement or satisfying the terms herein.
(c) All of the information in its grant application and all materials submitted to GO-Biz are true and accurate.
(d) Its governing body has authorized it to enter into this Agreement and has designated by title the individual authorized to sign the Agreement on behalf of it, through a resolution or motion in the same or substantially similar form as the Sample Resolution posted on GO-Biz’s website at xxx.xxxxxxxx.xx.xxx
Grantee Representations and Warranties. By executing this Election Form, I represent and warrant that: A. I have read the Plan, the Agreement and this Election Form, understand that this Election will become irrevocable as of the Election Deadline, and agree to all the terms and conditions thereof.
Grantee Representations and Warranties. Grantee represents, warrants, and agrees as follows, and the parties agree that the Company may rely on the same in consummating the issuance of any Common Stock pursuant to this Agreement: (a) Grantee is entering into this Agreement, and will acquire the Restricted Stock, solely on the basis of Grantee’s own familiarity with the Company and all relevant factors about the Company’s affairs, and neither the Company nor any agent of the Company has made any express or implied representations, covenants, or warranties to Grantee with respect to such matters.
Grantee Representations and Warranties. The Grantee further covenants with and represents and warrants to Met Council, as follows:
A. It has the legal authority to enter into, execute and deliver this Grant Agreement and all documents referred to herein, has taken all actions necessary to its execution and delivery of such documents and has provided to Met Council a copy of the resolution by its governing body which authorizes Grantee to enter into this Agreement, to undertake the Private Property I/I Grant Program, including the Grantee financial responsibilities as shown in Exhibit A (Grant Application) and which also designates an authorized representative for the Grant Program who is authorized to provide certifications required in this Grant Agreement and submit pay claims for reimbursement of Grantee Program costs.
B. It has legal authority to conduct and administer the Grant Program and use the Grant Funds for the purpose or purposes described in this Agreement.
C. This Grant Agreement and all other documents referred to herein are the legal, valid and binding obligations of the Grantee enforceable against the Grantee in accordance with their respective terms.
D. It will comply with all the terms, conditions, provisions, covenants, requirements, and warranties in this Agreement, and all other documents referred to herein.
E. It has made no materially false statement or misstatement of fact in connection with the Grant Funds, and all the information it has submitted or will submit to the Council relating to the Grant Funds or the disbursement of any of the Grant Funds is and will be true and correct. It agrees that all representations contained in its application for the Private I/I Grant are material representations of fact upon which the Council relied in awarding this Grant and are incorporated into this Agreement by reference.
F. It is not in violation of any provisions of its charter or of the laws of the State of Minnesota, and there are no material actions, suits, or proceedings pending, or to its knowledge threatened, before any judicial body or governmental authority against or affecting it and is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority which would impair its ability to enter into this Grant Agreement or any document referred to herein, or to perform any of the acts required of it in such documents.
G. Neither the execution and delivery of this Grant Agreement or any document referred to herein nor co...
Grantee Representations and Warranties. Grantee represents and warrants each of the following as of the date of this Agreement and at all times throughout the term of this Agreement:
Grantee Representations and Warranties. The Grantee represents and warrants to PFDR that:
a. The Grantee, or each of the funds managed by or affiliated with the Grantee for which the Grantee is acting as nominee, as applicable, (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)), or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), (ii) is receiving its entire beneficial ownership interest in the Shares for its own account (or if the Grantee is receiving the Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer, and the Grantee has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations, warranties and agreements made herein on behalf of each owner of each such account), and (iii) is not receiving the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Accordingly, the Grantee understands that the grant meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J).
b. The Grantee is not an entity formed for the specific purpose of receiving the Shares. The Grantee (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including its participation in the purchase of the Shares and (iii) has exercised independent judgment in evaluating its participation in the receipt of the Shares. Accordingly, the Grantee understands that the offering meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).
c. The Grantee acknowledges and agrees that the Shares are being granted in a transaction not involving any public offering within the meaning of the Securities Act and that the grant of the Shares have not been registered under the Securities Act. The Grantee acknowledges and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Grantee absent an effective registration statement under the Securities Act except (i) to PFDR o...
