Mutual Representations and Covenants. In addition to the representations, warranties and covenants in the Agreement and in this Confirmation, each party represents, warrants and covenants to the other party that:
(a) It is an “eligible contract participant” (as such term is defined in the Commodity Exchange Act, as amended);
(b) The offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof. Accordingly, each party represents and warrants to the other that (A) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (B) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (C) the disposition of the Transaction is restricted under this Confirmation, the Securities Act and state securities laws; and
(c) Subject to Section 8, it will keep the terms of the Transaction and the Related Transaction, other than those terms disclosed in the Schedule 13D Amendment, confidential except (i) as is required (and only to such extent) for compliance with the disclosure obligations set out in Section 7(A)(c) above, (ii) if otherwise required by law, regulation or any stock exchange, (iii) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, institution or department of competent authority; (iv) in order to bring or establish a defence to any legal or regulatory proceeding, investigation, dispute or claim, (v) if now or later generally available to the public other than as a result of such party’s breach of this provision, (vi) disclosed to its Affiliates and its or their directors, officers, accountants, auditors, employees, outside counsel and other agents, or (vii) disclosed to any party with the consent of the other party.
Mutual Representations and Covenants. Each party represents, warrants and covenants to and with the other party:
(a) Each party will comply, and will cause its employees and agents to comply with, all the terms of this Agreement, which are applicable to it, including any amendments thereto.
(b) Each party will comply with all applicable laws and regulations applicable to its business operations (subject to Section 9.2 above and will acquire all the rights, licenses and certifications required by applicable Rules (including without limitation the applicable Account Security System) or reasonably deemed necessary by the parties to perform their respective duties, or to exercise their respective rights and privileges under this Agreement.
(c) Each party will comply with all applicable Rules and without limitation shall ensure that their respective systems and processes are maintained and operated in accordance with the applicable Account Security System.
(d) Each party will promptly review all reports prepared by the other party and its agents and submitted to such other party. Except in the case of typographical, arithmetical or similar error, the failure of the party receiving a particular report to notify the party which prepared such report in writing of any error contained in any such report within ninety (90) business days of its receipt shall constitute acceptance of the report and waiver of the rights of the party receiving such report with respect thereto.
(e) Planet Payment shall keep complete and accurate records of all Transactions processed by it, as may be required under applicable Rules or any laws and regulations and shall retain the relevant data in accordance with Section 10 of the Agreement.
Mutual Representations and Covenants. Each party represents, warrants and covenants to and with the other party:
(a) Due Execution and Corporate Authority. The party’s execution, delivery and performance of this Agreement: (i) have been authorized by all necessary corporate action, (ii) do not violate the terms of any law, regulation, or court order to which such party is subject or the terms of any material agreement to which the party or any of its assets may be subject and (iii) are not subject to the consent or approval of any third party. Each party has the full right, power and authority to enter into and perform this Agreement in accordance with all of the terms, provisions, covenants and conditions hereof. This Agreement is the valid and binding obligation of the representing party, enforceable against such party in accordance with its terms subject to all applicable bankruptcy and other laws affecting creditors’ rights generally and to principles of equity.
Mutual Representations and Covenants. Each Party represents and warrants to and covenants and agrees with the other Party that: (a) the sole relationship under this Agreement between the Parties hereto is that of an arms-length independent contractor and customer; (b) this Agreement does not (and shall not be deemed or construed) (i) to assign to or impose on the such Party, or otherwise create, any joint venture, franchise, partnership, trust or other advisory, agency or fiduciary relationship in favor or for the benefit of the other Party or any other person, or (ii) limit or otherwise affect the right, power, authority or discretion of a Party to conduct its business in such manner as it may choose; (c) the other Party and its Affiliates are and shall be free to provide or obtain the same or other products or services to or from any other person and to pursue any and all other continuing, new or other business opportunities of any nature or description; (d) it has independently and fully reviewed and evaluated this Agreement, the obligations and transactions contemplated under this Agreement and the potential business, financial and other effects of such obligations and transactions on it and its Affiliates, and it will continue to do so; (e) it has and will maintain full and unrestricted power, authority and legal capacity, it has been and will continue to be duly authorized and empowered, it has obtained and will maintain all qualifications, authorizations, approvals and waivers, and it has satisfied and will continue to satisfy all other applicable legal, governance and contractual requirements, in each case to the extent necessary (i) to make this Agreement enforceable against it and (ii) to perform its obligations hereunder; (f) it has duly authorized and empowered each person signing this Agreement or acting hereunder on its behalf to do so; (g) this Agreement is enforceable against it in accordance with its express provisions; (h) it is acting on its own behalf, it is properly identified with its correct and complete legal name and (to the extent referenced) its jurisdiction of organization and principal place of business, and it will promptly inform the other Party of any change in such legal name, organizational jurisdiction or principal place of business; and (i) except as may otherwise be expressly required by this Agreement, any cellular, wireless, internet or other digital, electronic or physical means may be used to access, deliver, make, provide or receive any communication, ...
Mutual Representations and Covenants. Surety, Surety Bank, the Directors, each in their individual and representative capacity, First Midlothian and First Bank mutually represent and covenant as follows:
Mutual Representations and Covenants. Surety Bank and TexStar mutually represent and covenant as follows:
(a) FURNISHING INFORMATION AND INDEMNIFICATION. Surety Bank and TexStar have furnished, or will furnish as soon as practicable after the date of this Agreement, to each other such information as the other has requested or may request concerning itself required for inclusion in
(i) applications to be filed on behalf of TexStar and Surety Bank with the Comptroller for authority to consummate the Merger, and
(ii) any other request, application, statement, report or material to be made or filed by Surety Bank or TexStar to or with any governmental agency, department or instrumentality in connection with the transactions contemplated in this Agreement, in the Merger Agreement or otherwise.
Mutual Representations and Covenants. All representations, covenants and agreements made by either party in this Agreement or under this Agreement will, unless otherwise expressly stated, survive the Closing Date and any investigation at any time made by or on behalf of either party will continue in full force and effect for the benefit of that party.
Mutual Representations and Covenants. The Landlord and Tenant hereby mutually represent, warrant and covenant as follows:
Mutual Representations and Covenants. 8.1. The Parties hereby mutually represent and covenant with each other that each of the Parties shall act in utmost good faith and with all reasonable means to ensure that the foregoing statements are followed and upheld in negotiations and discussions with the Provincial Government.
Mutual Representations and Covenants. The Lessor and Lessee hereby mutually represent, warrant and covenant as follows:
