Miscellaneous Representations and Warranties. In consideration of German American's willingness to enter into this Agreement, Employee hereby makes the following representations and warranties to German American: Employee is aware, by signing this Agreement, that Employee is giving up the right to initiate a lawsuit or pursue other legal proceedings; Employee agrees to abide by the agreements and covenants contained herein; there are no other promises or representations which have been made to Employee related to the matters covered herein, except those contained in this Agreement; and this Agreement should be construed in accordance with and governed by the laws of the State of Indiana, regardless of the place of execution or performance.
Miscellaneous Representations and Warranties. (A) Seller agrees to conduct the business operations of the Property in the Seller's usual and normal manner until the Closing. Seller shall not, without the prior written consent thereto of Buyer, make (or permit) any physical change in the Property.
(B) All bills and claims for labor performed and materials furnished to or for the benefit of the Property for all periods prior to the Closing date have been paid by Seller or will be paid by Seller as of the Closing.
(C) (Intentionally Deleted)
(D) Seller is not a "foreign person", as defined in the Internal Revenue Code.
(E) The premiums are paid and current for replacement cost insurance policies on the Property and, to the best of Seller's knowledge, insurance policies are in full force and effect.
Miscellaneous Representations and Warranties. In consideration of CFC’s willingness to enter into this Release, Employee hereby makes the following representations and warranties to CFC: Employee is aware, by signing this Release, that Employee is giving up the right to initiate a lawsuit or pursue other legal proceedings; Employee agrees to abide by the Releases and covenants contained herein; there are no other promises or representations which have been made to Employee related to the matters covered herein, except those contained in this Release; and this Release should be construed in accordance with and governed by the laws of the Commonwealth of Kentucky, regardless of the place of execution or performance.
Miscellaneous Representations and Warranties. (a) Each Party represents and warrants that the execution and performance of this Master Agreement and subsequent REC Transactions will not conflict with or result in a breach of any other agreement to which it is a party.
(b) Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of a state of the United States of America.
(c) Each Party represents and warrants that it has full power and authority to make, execute, deliver and perform this Master Agreement and subsequent REC Transactions.
(d) Each Party represents and warrants that it will abide by the Applicable Program as specified in each Confirmation Letter.
(e) Each Party represents and warrants that it will abide by the Green-e Standard v. 1.5 or as amended when applicable.
Miscellaneous Representations and Warranties. The Buyer: (1) consents to the placement of a legend on any certificate or other document evidencing the Purchased Shares substantially in the form set forth below; (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect the Buyer’s interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Purchased Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Purchased Shares; (iv) has had access to the SEC reports and registration statements of the Company in the SEC Xxxxx archives (the “SEC Reports”); (v) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Company that the Buyer has requested and all such public information is sufficient for the Buyer to evaluate the risks of investing in the Purchased Shares; (vi) has been afforded the opportunity to ask questions of and receive answers concerning the Company and its directors or officers and the terms and conditions of the issuance of the Purchased Shares; (vii) is not relying on any representations and warranties concerning the Company (or the Company Principal Shareholders) made by the Company or any director, officer, employee or agent of the Company, other than those contained in this Agreement or the SEC Reports; (viii) will not sell or otherwise transfer the Purchased Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (ix) understands and acknowledges that the Company (and the Company Principal Shareholders) is under no obligation to register the Purchased Shares for sale under the Securities Act or otherwise; (x) understands and acknowledges that the Purchased Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Company (or the Company Principal Shareholders) that has been supplied to the Buyer and that any representation to the contrary is a criminal offense; (xi) acknowledges that the repres...
Miscellaneous Representations and Warranties. (a) The business operations of the Project will be conducted in the usual and normal manner until the Closing. After the expiration of the Study Period, Seller shall not, without the prior written consent thereto of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned, make (or knowingly permit) any material physical change in the Project.
(b) Prior to the expiration of the Study Period, Seller shall not, without the prior written consent thereto of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned, enter into any lease affecting the Project or alter, modify, terminate or renew any existing Lease. After the expiration of the Study Period, Seller shall not, without the prior written consent of Buyer, which consent may be withheld by Buyer for any reason or no reason at all, enter into any lease affecting the Project or alter, modify, terminate or renew any existing Lease.
(c) Seller is not a "foreign person , as defined in the Internal Revenue Code.
(d) The premiums are paid and current for the Insurance Policies and to the best of Seller's knowledge, the Insurance Policies are in full force and effect.
Miscellaneous Representations and Warranties. Debtors represent and warrant to Secured Party that (a) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in § 9-102(a)(34) of the UCC, and (b) no Debtor holds any commercial tort claim.
Miscellaneous Representations and Warranties. You agree, represent and warrant to PDV that:
a. You will only use the Service for the sending and receiving electronic messages in accordance with the terms hereof, and will not use the same in any manner that may degrade the performance or availability of the Services;
b. You will be solely liable for any transmissions sent through the Services, and that (i) PDV and third party Carrier have no control over the content of any transmission nor will they be liable for such content; (ii) you will not use your device, the Services or Software to create or distribute any images, sounds, messages or other material that are obscene, harassing, racist, malicious, fraudulent or libelous, nor use the Service for any activity that may be considered or are unethical, immoral, or to "spam" or send other such unsolicited mass e- mails;
c. Any statement or representation made by you was, at the time made, and remains, material to, and relied upon by, PDV, its agents and its contractors (including any Wireless Service provider), including for the purpose of extending credit to you;
d. PDV retains all right, title and interest to its copyrights, trademarks and all other intellectual property rights associated with the Service, and that you will not copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer, nor allow any third party to copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Software, or other material provided under this Agreement for any purpose whatsoever;
e. You will not remove or alter any copyright notices and other proprietary legends from the Software or other material provided in connection with the Service; and
f. You will obtain any and all licenses, permits or other required approvals or authorizations that may be necessary or required by the Federal Communications Commission or other governmental agency or body, if any, in order to lawfully operate any components or equipment used by you in connection with the Services (other than your device).
Miscellaneous Representations and Warranties. No third party has any claim upon, title to or interest in the Atagencer Technology. No third party has requested Atagencer or any member of Atagencer Group to prepare or develop any aspect of the Atagencer Technology for such third party. Neither Atagencer nor any member of Atagencer Group has mortgaged or otherwise encumbered or permitted the encumbrance of any portion of the Atagencer Technology. Neither Atagencer nor any member of Atagencer Group has entered into any option or other agreement with any third party relating to the Atagencer Technology, and NTI has received all of the rights to the Atagencer Technology.
Miscellaneous Representations and Warranties. City represents and warrants that: (i) it is a California charter city duly organized and existing under the laws of the State of California; (ii) by proper action of City, City has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; and (iii) the entering into this Agreement by City does not violate any provision of any other agreement to which City is a party.
