Operator’s Representations Sample Clauses

Operator’s Representations. Operator hereby represents and warrants to Owner as follows:
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Operator’s Representations. Operator represents, warrants to, and covenants with Partnership, acknowledging that Partnership is relying on such representations, warranties and covenants, that: (a) Operator is duly organized and in good standing under the laws of the State of Delaware and is registered or otherwise qualified to carry on business in each jurisdiction in which it carries on business. (b) The execution and performance of this Agreement has been authorized by all necessary action, does not and will not conflict with, result in any breach or violation of, or constitute a default under any law or the terms, conditions or provisions of any agreement or other instrument to which Operator is now or will be a party or is otherwise bound. (c) Operator, in entering into and performing this Agreement, does not require the consent or approval of, or registration with, any other party or any governmental body, agency or authority. (d) Operator shall perform its obligations under this Agreement in accordance with the standards set forth in Section 2.04.
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Operator’s Representations. (a) Operator represents that in performing the responsibilities set forth in Article 3, it shall carry out such responsibilities or shall cause its Affiliates and all contractors, subcontractors and consultants selected to carry out such responsibilities with the same degree of diligence and care that Operator would exercise if operating its own property in a sound, workmanlike and prudent manner and it shall comply, and shall require its Affiliates and all contractors, subcontractors and consultants selected to carry out such responsibilities to comply, with all relevant laws, statutes, ordinances, safety codes, regulations and rules applicable to the Operation of the Line. (b) Operator represents that it shall comply with the provisions of the General Partnership Agreement applicable hereto. Any reference in this Agreement to the General Partnership Agreement refers to the General Partnership Agreement as amended, supplemented or amended and restated on April 6, 2006. Any subsequent amendments or additions to the General Partnership Agreement after April 6, 2006 affecting the rights and obligations of Operator shall not revise or amend the rights and obligations of Operator as set forth in this Agreement, unless and until Partnership and Operator, through good faith negotiations, mutually agree that such amendment or additions shall revise or amend the rights and obligations of Operator.
Sample 1
Operator’s Representations. Operator makes the following representations to Owner, all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) Operator is duly organized, validly existing, and in good standing under the laws of the state of its incorporation, and has complied, and shall continue to comply, with all applicable laws in order to conduct its business in the jurisdiction or state where the Club is located; (b) Operator has all power and authority required to execute, deliver, and perform its obligations under this Agreement, and Operator has, or will have when necessary, sufficient staff and other resources, each of whom is sufficiently experienced and qualified, to carry out Operator's duties hereunder in accordance with the standards set forth herein; (c) The execution, delivery and performance of Operator's obligation under this Agreement have been duly authorized by all necessary action on the part of Operator, its directors and stockholders; (d) No consents, approvals, releases, waivers, resolutions, certificates or notices to or of any other persons or persons, other than those previously procured by Operator, are necessary in order for Operator to execute this Agreement and perform its obligations hereunder; (e) Operator is not subject to any agreement, judgment, judicial order, contract or other enforceable instrument or ruling which would have a material, adverse impact on Operator's ability to lawfully, timely and efficiently perform its obligations hereunder; and (f) Operator has, or will have (x) on or before the Opening Date, all licenses and permits which are necessary to commence the operation of all of the components of the Club and, (y) at all times during the Term of this Agreement, all licenses and permits which, from time to time, are necessary for Operator to legally and validly execute, deliver and perform its obligations under this Agreement, it being agreed that (i) Owner shall provide its reasonable cooperation to Operator and shall execute any applications reasonably requested by Operator which must be signed by the Owner of the Club in order to facilitate the procurement of such licenses and permits and (ii) Operator shall not be obligated to procure or maintain any licenses or permits if, but only to the extent that, the procurement or maintenance of same has been prevented by (A) the Owner's failure to satisfy its obligations under clause (i) above or (B) any unanticipated conditions at the Club, which...
Sample 1
Operator’s Representations. (a) Operator represents that in performing the responsibilities set forth in Article 3, it shall carry out such responsibilities or shall cause its Affiliates and all contractors, subcontractors and consultants selected to carry out such responsibilities with the same degree of diligence and care that Operator would exercise if operating its own property in a sound, workmanlike and prudent manner and it shall comply, and shall require its Affiliates and all contractors, subcontractors and consultants selected to carry out such responsibilities to comply, with all relevant laws, statutes, ordinances, safety codes, regulations and rules applicable to the Operation of the Line. (b) Operator represents that it shall comply with the provisions of the General Partnership Agreement applicable hereto. Any reference in this Agreement to the General Partnership Agreement refers to the General Partnership Agreement as amended, supplemented or amended and restated on [NTD: TRANSACTION CLOSING DATE]. Any subsequent amendments or additions to the General Partnership Agreement after [NTD: TRANSACTION CLOSING DATE] affecting the rights and obligations of Operator shall not revise or amend the rights and obligations of Operator as set forth in this Agreement, unless and until Partnership and Operator, through good faith negotiations, mutually agree that such amendment or additions shall revise or amend the rights and obligations of Operator.
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Operator’s Representations. 34 16.1 Corporate Standing; Authorization 34 16.2 Enforceability 34 16.3 No Violation of Law 34 16.4 Litigation 34 16.5 Qualifications 34 16.6 Waiver of Liens 35 16.7 Approvals and Permits 35 16.8 General 35
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Operator’s Representations. Operator represents and warrants that:
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Related to Operator’s Representations

  • CONTRACTOR’S REPRESENTATIONS In order to induce the City to enter into this Work Order, the Contractor makes the following representations: 7.1 Contractor has familiarized itself with the nature and extent of the Contract Documents including this Work Order, work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7.2 Contractor has obtained at his/her own expense and carefully studied, or assumes responsibility for obtaining and carefully studying, soil investigations, explorations, and test reports which pertain to the subsurface conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as Contractor considers necessary for the performance or furnishing of the work at the stated work order price within the Work Order stated time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of the IFB; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or is deemed necessary by Contractor for such purposes. 7.3 Contractor has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said Underground Facilities are or is deemed necessary by the Contractor in order to perform and furnish the work under this Work Order price, within the Work Order time and in accordance with the other terms and conditions of the Contract Documents. 7.4 Contractor has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. 7.5 Contractor has given the City’s Contract Administrator written notice of all conflicts, errors or discrepancies that he or she has discovered in the Contract Documents and the written resolution thereof by City or its designee is acceptable to the Contractor.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

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