Owner’s Representations, Warranties and Covenants Sample Clauses

Owner’s Representations, Warranties and Covenants. Owner hereby represents, warrants and covenants as follows:
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Owner’s Representations, Warranties and Covenants. Owner hereby represents, warrants and covenants to Grantee, which representations, warranties, and covenants shall be effective as of the execution of this Option Agreement, and shall continue to be effective at and survive commencement of any Ground Lease Agreement:
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Owner’s Representations, Warranties and Covenants. The Owner hereby represents and warrants to and covenants and agrees with the Municipality that the following are true and accurate on the date the Owner executes this Agreement and will be true on the Completion Date: a. If the Owner is a corporation, the Owner has taken all necessary or desirable actions, steps and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement; b. If the Owner is a corporation, the Owner is in good standing with the Registrar of Companies for British Columbia and has made all necessary filings with the Registrar as required by the applicable legislation; c. If the Owner is a corporation, the Owner is duly incorporated and validly existing under the laws of British Columbia and has the power and capacity to enter into and carry out the transaction provided for in this Agreement; d. The Owner has a good, safe holding and marketable title to the Property; e. The Owner is a resident of Canada within the meaning of the Income Tax Act (Canada) and will provide the Municipality with a Statutory Declaration of this, in the Municipality’s form, at least 10 days before the Completion Date (the “Statutory Declaration”). If the Owner should breach this Agreement by failing to provide the Statutory Declaration, the Municipally may choose to complete the purchase of the Property and withhold 50% of the Purchase Price until the residency of the Owner is resolved to the Municipality’s satisfaction; f. the Owner has no indebtedness or obligation to any person which might at the Completion Date or afterwards constitute a lien, charge or encumbrance on the Property; g. the Owner has not used the Property or permitted any use of the Property, to store, manufacture, dispose of, emit, spill, leak, generate, transport, produce, process, release, discharge, landfill, treat or remediate any explosive, radioactive material, asbestos, urea formaldehyde, chlorobiphenyl, hydrocarbon, underground tank, pollution, contamination, hazardous substance, corrosive substance, toxic substance, special waste, waste, or matter of any kind which is or may be harmful to human safety or health or to the environment, including anything the storage, manufacture, disposal, emission, discharge, treatment, generation, use, transport, remediation or release into the environment of which is now or at any time after the execution of this Agreement is prohibited, controlled, regulated or...
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Owner’s Representations, Warranties and Covenants. Each of Georgia Power and Oglethorpe represents, warrants and covenants to RMLC, the Owner Participant and the Co-Trustee that:
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Owner’s Representations, Warranties and Covenants. Owner hereby represents, warrants and covenants to Lessee, which representations, warranties, and covenants shall be effective as of the execution of this Ground Lease Agreement:
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Owner’s Representations, Warranties and Covenants. Regardless of any independent investigation that the Village may cause to be made, the Owner warrants and represents to the Village, as warranties and representations that are true as at the date of execution hereof by the Owner and will be true as at the Closing Date, and acknowledges that the Village has relied thereon in entering into this Agreement and in concluding the purchase and sale of the Lands, that:
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Owner’s Representations, Warranties and Covenants. The Owner hereby represents and warrants to the Local Trust Committee that the following are true: (a) the Owner has taken all necessary or desirable actions, steps and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement; and (b) the Owner has the power and capacity to enter into and carry out the obligations provided for in this Agreement.
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Owner’s Representations, Warranties and Covenants. The Owner represents, warrants and covenants to the Charterer as follows: (a) That it or Multi-
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Owner’s Representations, Warranties and Covenants 
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Related to Owner’s Representations, Warranties and Covenants

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

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