Other Representations, Warranties and Covenants. The Stockholder hereby represents, warrants and covenants to Purchaser as follows:
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 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.
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. 1. The Credit Parties and the Lenders hereby agree that the decision by the Agent and the Lenders to grant the forbearance as outlined herein is not and shall not be deemed to constitute an undertaking by the 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 Loan Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Agent and the Lenders to enter into this Agreement, the Agent and the Lenders hereby advise the Credit Parties that, except to the extent of the Agent and the Lenders’ forbearance expressly referenced herein through the Forbearance Period specified in this Agreement, the Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Loan Documents; provided, however, that the 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 Agreement.
Other Representations, Warranties and Covenants. 1. The Credit Parties and the Lenders hereby confirm that the decision by the Agent and the Lenders to grant the forbearance as outlined in the Forbearance Agreement as amended by this Amendment (the “Amended Forbearance Agreement”) is not and shall not be deemed to constitute an undertaking by the 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 Loan Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Agent and the Lenders to enter into the Amended Forbearance Agreement, the Agent and the Lenders hereby advise the Credit Parties that, except to the extent of the Agent and the Lenders’ forbearance expressly referenced through the Forbearance Period specified in the Amended Forbearance Agreement, the Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Loan Documents; provided, however, that the 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 the Amended Forbearance Agreement.
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. (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. (1) The Ren Shareholder has been furnished with and has carefully read the periodic reports on Forms 10-KSB, 10-QSB and 8-K filed by FitMedia with the Securities and Exchange Commission during the preceding three years. With respect to individual or partnership tax and other economic considerations involved in this investment, the Ren Shareholder confirms that it is not relying on FitMedia (or any agent or representative of the Company). The Ren Shareholder has carefully considered and has, 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 Shares for such particular tax and financial situation.
