Recipient’s Representations, Warranties and Covenants Sample Clauses

Recipient’s Representations, Warranties and Covenants. The Recipient represents, warrants and covenants as follows and acknowledges that the IESO is relying on such representations, warranties and covenants in entering into the Funding Agreement: (a) it has reviewed the Guidelines and this Funding Agreement, and acknowledges that the IESO has recommended that it receive independent legal advice with respect to the IEP Program and the Funding Agreement, and has had an opportunity to receive such advice; (b) it is a First Nation or Métis Community or a First Nation or Métis Organization; (c) it is validly existing and it has the requisite power and capacity to enter into the Funding Agreement and to perform its obligations hereunder; (d) it has duly authorized, executed and delivered the Funding Agreement, and the Funding Agreement is a valid and binding obligation of the Recipient enforceable in accordance with its terms; (e) any information the Recipient provided to the IESO, whether in or in support of the Application or Funding Agreement, is true and complete as of the date the Recipient executed the Funding Agreement; (f) the Recipient has obtained all required third party consents, permissions, and authorizations and otherwise has all authority to do all things contemplated in the Funding Agreement; (g) the Recipient shall comply with all applicable laws in connection with all things contemplated in the Funding Agreement, including applicable privacy laws; (h) with respect to a Renewable Energy Project Partnership or Transmission Project Partnership, the Recipient did not, as of October 26, 2017, hold an Economic Interest in the Project Partner or its Affiliate; and (i) unless otherwise set out in the Application, the Recipient has not received, and does not expect to receive, funding from another source in relation to any Work for which funding is being provided under the Funding Agreement.
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Recipient’s Representations, Warranties and Covenants. The Recipient represents, warrants and covenants as follows and acknowledges that the IESO is relying on such representations, warranties and covenants in entering into the Funding Agreement: (a) it has reviewed the Guidelines and this Funding Agreement, and acknowledges that the IESO has recommended that it receive independent legal advice with respect to the Program and the Funding Agreement, and has had an opportunity to receive such advice; (b) it is a First Nation or Métis Community, a First Nation or Métis Organization or an Eligible Non-Indigenous Entity; (c) it is validly existing and it has the requisite power and capacity to enter into the Funding Agreement and to perform its obligations hereunder; (d) it has duly authorized, executed and delivered the Funding Agreement, and the Funding Agreement is a valid and binding obligation of the Recipient enforceable in accordance with its terms;
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Recipient’s Representations, Warranties and Covenants. The Recipient represents, warrants and covenants that: (a) It validly exists as a legal entity, and will continue to exist for the Term of the Agreement, with full power to perform and observe all of the terms and conditions of this Agreement and that it will continue to validly exist until the Expiration Date of this Agreement; (b) It has the authority and any necessary approvals to enter into this Agreement and to carry out its terms and conditions and that it is not bound by any other agreement that would in any way interfere with Ontario’s rights under this Agreement; (c) Where applicable, it has passed the requisite by-laws to undertake any Project in which Funds are directed; (d) It is conducting its business in accordance with all Requirements of Law and it shall continue to conduct its business in accordance with all Requirements of Law until the Expiration Date of this Agreement; (e) It has all permits, approvals, licenses, certificates or other similar documents that are required to carry out any Project to which Funds are directed or that it will apply for all permits, approvals, licenses, certificates or other similar documents before carrying out the Project; and (f) All information provided to Ontario in relation to any Funds being provided under this Agreement remains true, correct and complete as of the date this Agreement is signed in every material respect, except as set out to the contrary herein.
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Recipient’s Representations, Warranties and Covenants. Recipient hereby represents, warrants and covenants to the University as follows: a. All information provided and all representations made by Recipient as a part of its application for participation in the Competition and all supplemental and other information provided throughout the course of the Competition and/or to obtain the Award and the benefits of this Agreement were complete, true and accurate in all respects when provided or made. b. Recipient is qualified to perform the Project, and is qualified to do business and is in good standing in the State of New York and all other jurisdictions necessary for Recipient to perform its obligations under this Agreement. c. Recipient has full power and authority to execute and deliver the Agreement and to perform its obligations hereunder. d. The Agreement was duly authorized, executed and delivered by Recipient and is binding on and enforceable against Recipient in accordance with its terms. e. Recipient has read and understands this Agreement and agrees to be bound by the terms of this Agreement. f. There are no existing undisclosed or threatened legal actions, claims, or encumbrances, or liabilities that may adversely affect Recipient, the Project or the University’s rights hereunder. g. No information, document or statement furnished by Recipient in connection with the Competition or this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement not misleading, and all facts have been disclosed that would materially adversely affect the Project or the University’s decision to make the Award. h. Recipient is solely responsible for all Project costs and other amounts in excess of the amount of the Award.
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Recipient’s Representations, Warranties and Covenants. The Recipient represents, warrants and covenants as follows and acknowledges that the IESO is relying on such representations, warranties and covenants in entering into the Funding Agreement: (a) it has reviewed the Guidelines and this Funding Agreement, and acknowledges that the IESO has recommended that it receive independent legal advice with respect to the Program and the Funding Agreement, and has had an opportunity to receive such advice; (b) it is a First Nation or Métis Community, or a First Nation or Métis Organization; (c) it is validly existing and it has the requisite power and capacity to enter into the Funding Agreement and to perform its obligations hereunder; (d) it has duly authorized, executed and delivered the Funding Agreement, and the Funding Agreement is a valid and binding obligation of the Recipient enforceable in accordance with its terms; (e) any information the Recipient provided to the IESO, whether in or in support of the Application or Funding Agreement, is true and complete as of the date the Recipient executed the Funding Agreement;
Sample 1
Recipient’s Representations, Warranties and Covenants. The Recipient represents, warrants and covenants that: (a) It validly exists as a legal entity, and will continue to exist for the Term of the Agreement, with full power to perform and observe all of the terms and conditions of this Agreement and that it will continue to validly exist until the Expiration Date of this Agreement; (b) It has the authority and any necessary approvals to enter into this Agreement and to carry out its terms and conditions and that it is not bound by any other agreement that would in any way interfere with Ontario's rights under this Agreement;
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Related to Recipient’s Representations, Warranties and Covenants

  • 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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