Other Representations, Warranties and Covenants Sample Clauses

Other Representations, Warranties and Covenants. The Stockholder hereby represents, warrants and covenants to Purchaser as follows:

Other Representations, Warranties and Covenants. (1) The Duratech Shareholders has been furnished with and has carefully read the periodic reports on Forms 10-KSB, 10-QSB and 8-K filed by UpSnap with the Commission during the preceding three years. With respect to individual or partnership tax and other economic considerations involved in this investment, the Duratech Shareholders confirms that they are not relying on UpSnap (or any agent or representative of UpSnap). The Duratech Shareholders have carefully considered and have, to the extent such person believes such discussion necessary, discussed with its own legal, tax, accounting and financial advisers the suitability of an investment in the New Shares for such particular tax and financial situation. (2) The Duratech Shareholders have had an opportunity to inspect relevant documents relating to the organization and business of UpSnap. The Duratech Shareholders acknowledges that all documents, records and books pertaining to this investment which such Duratech Shareholder has requested have been made available for inspection to each Duratech Shareholder and its respective attorney, accountant or other adviser(s). (3) The Duratech Shareholders and/or their respective advisor(s) has/have had a reasonable opportunity to ask questions of, and receive answers and request additional relevant information from, the officers of UpSnap concerning the transactions contemplated by this Agreement. (4) The Duratech Shareholders confirm that they are not exchanging the Duratech Shares for the New Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. (5) The Duratech Shareholders, by reason of such person’s business or financial experience, has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. (6) Except as set forth in this Agreement, the Duratech Shareholders represent that no representations or warranties have been made to them by UpSnap, any officer, director, agent, employee, or affiliate of UpSnap, and such Duratech Shareholders have not relied on any oral representation by UpSnap or by any of its officers, directors or agents in connection with their decision to acquire the New Shares hereunder. (7) The Duratech Shareholders represent that neither they nor any of their directors, officers, managers, members, trustees or affiliates is subje...

Other Representations, Warranties and Covenants. (a) Grantors hereby represent and warrant that (i) each Grantor has good title to (x) each of the Airframes, Engines and Spare Engines that are listed on the initial Mortgage Supplement in its name and will have good title to each of the Airframes, Engines and Spare Engines listed on each subsequent Mortgage Supplement in its name at the time of execution and delivery thereof; and (y) all of the Spare Parts which are held by or on behalf of such Grantor at the Designated Spare Parts Locations identified on the initial Mortgage Supplement and will have good title to each of the Spare Parts which are held by or on behalf of such Grantor at the Designated Spare Parts Locations identified on each subsequent Mortgage Supplement and that such Spare Parts will be held by or on behalf of such Grantor at the Designated Spare Parts Locations identified on the applicable Mortgage Supplement at the time of execution and delivery; (ii) each Grantor will have good title to any of its other Collateral which is subject to this Mortgage or which becomes subject to this Mortgage from time to time hereafter; (iii) the Airframes, Engines and Spare Engines are correctly described by Manufacturer, model and serial number as set forth on the Manufacturer’s serial plate for said Airframes, Engines and Spare Engines, in each case subject to Permitted Encumbrances; and (iv) for purposes of the International Registry, model references for the Airframes, Engines and Spare Engines set forth in each Mortgage Supplement constitute the manufacturers’ respective generic model designations for such Airframes, Engines, and Spare Engines (as required to be used pursuant to the “regulations” (as defined in the Cape Town Convention)).

Other Representations, Warranties and Covenants. 1. The Credit Parties and the Lenders hereby agree that the decision by the Administrative Agent and the Requisite Lenders to grant the forbearance as outlined herein is not and shall not be deemed to constitute an undertaking by the Administrative Agent and the Lenders to forbear or refrain from exercising any and all rights and remedies available to them under the Credit Agreement and the other Credit Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Administrative Agent and the Requisite Lenders to enter into this Forbearance Agreement, the Administrative Agent and the Requisite Lenders hereby advise the Credit Parties that, except to the extent of the Administrative Agent and the Requisite Lenders’ forbearance expressly referenced herein through the Forbearance Period specified in this Forbearance Agreement, the Administrative Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Credit Documents; provided, however, that the Administrative Agent or the Lenders shall not be required to issue any notices otherwise required by the Credit Agreement with respect to the Specified Events of Default during the term of this Forbearance Agreement. 2. Each Credit Party further acknowledges and agrees that: (i) the Specified Events of Default have occurred or will occur and continue, and shall not be deemed to have been waived, cured or eliminated, in whole or in part, by this Forbearance Agreement, and the Administrative Agent and Lenders expressly reserve rights with respect to the Specified Events of Default, subject only to the terms in the Credit Agreement, the other Credit Documents and this Forbearance Agreement; (ii) the parties have not entered into a mutual disregard of the terms and provisions of the Credit Agreement and the other Credit Documents, or engaged in any course of dealing in variance with the terms and provisions of the Credit Agreement and the Credit Documents, within the meaning of any applicable law of the State of New York, or otherwise; and (iii) as of April 29, 2003, principal in the amount set forth on Schedule A attached hereto, plus accrued interest was due and owing, by the Borrower under the Credit Agreement and guaranteed by the Guarantors under the Guaranty Agreements. 3. Each Credit Party expressly acknowledges and agrees that the Credit Agreement and other Credit Documents are val...

Other Representations, Warranties and Covenants. The representations, warranties and covenants of the Company with respect to the Warrants and Warrant Shares shall be identical in all respects to the representations, warranties and covenants of the Company with respect to the Existing Warrants (and shares of Common Stock underlying the Existing Warrants) issued pursuant to the Purchase Agreements and other Transaction Documents (as defined under the Purchase Agreements) and the Company hereby makes such representations, warranties and covenants as though fully set forth herein as of the date hereof, and all such representations, warranties and obligations are incorporated herein by reference.

Other Representations, Warranties and Covenants. (a) Owner hereby represents and warrants that (i) Owner has good title to each of the Airframes and Engines that are listed on the initial Mortgage Supplement in its name and will have good title to each of the Airframes and Engines listed on each subsequent Mortgage Supplement in its name at the time of execution and delivery thereof; (ii) Owner will have good title to any of its other Collateral which is subject to this Mortgage or which becomes subject to this Mortgage from time to time hereafter; (iii) the Airframes and Engines are correctly described by Manufacturer, model and serial number as set forth on the Manufacturer’s serial plate for said Airframes and Engines, in each case subject to Liens permitted under this Mortgage and the Credit Agreement; and (iv) for purposes of the International Registry, model references for the Airframes and Engines set forth in each Mortgage Supplement constitute the manufacturers’ respective generic model designations for such Airframes and Engines (as required to be used pursuant to the “regulations” (as defined in the Cape Town Convention)).

Other Representations, Warranties and Covenants of Tenant (a) Financial Matters (b) Existing Contract (c) No Default or Violation (d) Compliance with Covenants and Laws (e) Environmental Representations (f) No Suits (g) Condition of Property (h) Organization (i) Enforceability (j) Not a Foreign Person (k) Omissions (l) Existence (m) Tenant Taxes (n) Operation of Property (o) Debts for Construction (p) Impositions (q) Repair, Maintenance, Alterations and Additions (r) Insurance and Casualty (s) Condemnation (t) Protection and Defense of Title (u) No Liens on the Leased Property (v) Books and Records (w)

Other Representations, Warranties and Covenants. Except as set forth on Schedule A attached hereto, the Company hereby makes such representations, warranties and covenants set forth in the Purchase Agreement as though fully set forth herein as of the date hereof, and all such representations, warranties and obligations are incorporated herein by reference.

Other Representations, Warranties and Covenants. Consultant represents, warrants and covenants to the Company that Xxxx Xxxxx shall at all times be the individual that will perform in all material respects all the obligations of Consultant hereunder unless the Company expressly approves another individual to so perform such obligations.

Other Representations, Warranties and Covenants. Except as set forth on Schedule 9(d), the representations, warranties and covenants of the Company with respect to the New Series G Warrants and Warrant Shares shall be identical in all respects to the representations, warranties and covenants of the Company with respect to the Existing Warrants (and shares of Common Stock underlying the Existing Warrants) issued pursuant to the Purchase Agreement and other Transaction Documents and the Company hereby makes such representations, warranties and covenants as though fully set forth herein as of the date hereof, and all such representations, warranties and obligations are incorporated herein by reference.