Represenations and Warranties. Each Party hereby represents and warrants to each other Party as of the date of this Agreement and as of the Closing that:
Represenations and Warranties. Applicant hereby represents and warrants to Consumer Oil & Propane each of the statements and matters hereinafter set forth in this Section.
a. Authority to Enter into Agreement: This Agreement is duly authorized, executed, and delivered by Applicant, and all documents executed by Applicant, which are to be delivered to Consumer Oil & Propane related to this Agreement, will be duly authorized, executed, and delivered by Applicant, and are legal, valid, and binding obligations of Applicant, and do not violate any provision of any agreement, order, bankruptcy, or other judicial proceeding to which Applicant is a party or to which Applicant is subject. b.
Represenations and Warranties. Part 2 of Schedule 1 of the Existing Repurchase Agreement is hereby amended by deleting paragraph (ff) in its entirety and replacing it with the following:
Represenations and Warranties. Each party to this Agreement hereby represents and warrants to the other parties to this Agreement as follows:
A. Each party believes the matter set forth in the Recitals to be true and correct;
B. Each party has received independent legal advice from its attorneys with respect to the advisability of entering into this Agreement;
C. Each party has carefully read this Agreement and understands this Agreement;
D. No party has previously assigned, encumbered, or in any manner transferred all or any portion of any claim or right that may be covered by this Agreement;
E. No representation, warranty, or promise not expressly set forth in this Agreement has been made by any party to this Agreement or by its agents, representatives, or attorneys with respect to the subject matter of this Agreement and no party has entered into this Agreement on the basis of any such representation, warranty, or promise; and
F. This agreement is not intended to be, and shall not be deemed or construed to be, an admission of liability by any party for any purpose.
Represenations and Warranties. Each party signing this Agreement represents and warrants that he/she/it has read, understands and acknowledges any and all of the terms, covenants, conditions and requirements set forth herein.
Represenations and Warranties. To induce the Banks to grant the Commitments and to make the Loans and to induce CBT to issue the Letters of Credit, the Company represents and warrants that: 11.1
Represenations and Warranties. To induce the other parties hereto to enter into this Second Amendment, the Borrower and each other Loan Party hereto represents and warrants to each other party that, as of the Second Amendment Signing Date:
(a) Such Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform this Second Amendment, the Amended Credit Agreement, the Amended Guarantee and Collateral Agreement and each other Loan Document to which such Loan Party is a party. Such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Second Amendment, the Amended Credit Agreement, the Amended Guarantee and Collateral Agreement and each other Loan Document. The Second Amendment has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Second Amendment, the Amended Credit Agreement, the Amended Guarantee and Collateral Agreement and each other Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(b) The execution, delivery and performance by such Loan Party hereto of this Second Amendment will not conflict with or contravene the terms of such Loan Party’s Organizational Documents.
(c) Each of the representations and warranties made by any Loan Party in, or pursuant to, this Second Amendment, the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or “Material Adverse Effect”.
Represenations and Warranties. 3.1 Borrower hereby represents, warrants and covenants to Lender that:
3.1.1 Except for the security interest created hereunder, Xxxxxxxx is (and, with respect to after–acquired property, will be as of the date of acquisition) the full legal and equitable owner of the Personal Property and no other person or entity has any right, title, interest, lien or claim in, on, or to the Personal Property or any part thereof. Borrower shall not, without the prior consent of Lender, further pledge, assign or grant any security interest in the Personal Property or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. Borrower, at its cost, shall defend any proceeding that may affect the title to or Xxxxxx’s security interest in any Personal Property and shall indemnify, defend, protect, and hold Lender harmless from all costs and expenses of Xxxxxx’s defense.
3.1.2 Any tangible Personal Property is (and, with respect to after–acquired property, will be as of the date of acquisition) located on the Real Property. Without the prior written consent of Lender, Borrower shall not cause or suffer any of such tangible Personal Property to be removed from the Real Property.
3.1.3 Upon the recording of (i) the Deed of Trust, and (ii) the Assignment of Leases with the Lane County Recorder’s Office and the filing of the Financing Statement with the Oregon Secretary of State describing the Personal Property, the security interest created hereunder shall constitute a first priority security interest in the Personal Property.
3.1.4 The Pledge Agreement, together with the Financing Statements relating to the Pledged Collateral when properly filed in the appropriate records and Xxxxxxxx’s delivery to Lender of the certificates evidencing the Pledged Collateral described in the Pledge Agreement, will create a valid, and perfected first priority security interests in and to the Pledged Collateral.
3.1.5 Neither Borrower nor Sole Member shall change its name, identity, the state under which Borrower is registered and/or organized or Borrower’s principal place of business (if different than the state of organization) without the prior written consent of Lender.
3.1.6 Borrower expressly authorizes Lender to file a financing statement, with or without Xxxxxxxx’s signature, to perfect Xxxxxx’s first lien and security interest in the Personal Prope...
Represenations and Warranties. 5.1 Licensor and Company each represent and warrant to the other that each has the right to enter into and fully perform this Agreement in accordance with its terms. Licensor further represents, warrants and covenants that (i) the Software will conform to this Agreement, including all warranties, the Documentation and any specifications set forth on the applicable Schedule; provided that the Documentation and other specifications shall fully and accurately reflect the Software; (ii) the Software will not infringe the intellectual property rights or other rights of any third party; (iii) Licensor will comply with all statutes, ordinances, and regulations of all federal, state, county and municipal or local governments (including, without limitation, the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2 and any other applicable anti-corruption laws) applicable to the carrying on of its business and performance of the Software; and (iv) the Software will be free of (a) any computer virus, lock, time bomb, master access key, trap door, Trojan horse, spyware or other destructive code, and (b) any viral “open source” that would force Company proprietary or Confidential Information into the public domain.
5.2 Licensor also warrants, as to the Services that: (i) all individuals performing Services under this Agreement (collectively, the “Personnel”) shall be fully qualified to perform such Services, (ii) that Licensor shall be solely responsible for all employment matters (including payment of salary and wages) with respect to the Personnel; and (iii) when on Company premises, all Personnel shall observe the working hours, working rules, and safety and security procedures established by Company. Licensor shall, at its own expense and in accordance with applicable law, conduct reference and background checks on all Personnel, including verification of references and employment history, verification of driver’s license or other government issued identification and address, verification of social security number and that each individual is a U.S. citizen or properly documented person legally able to perform the Services, verification that the individual is not on the Specially Designated Nationals (“SDN”) list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department, and verification that each individual has satisfactorily passed a criminal background check. Personnel may include Licensor’s employees or subcontractors, ...
Represenations and Warranties. Applicant hereby represents and warrants to St. Xxx Xxxxxxx um each of the statements and matters hereinafter set forth in this Section.
a. Authority to Enter into Agreement: This Agreement is duly authorized, executed, and delivered by Applicant, and all documents executed by Applicant, which are to be delivered to St. Xxx Petroleum related to this Agreement, will be duly authorized, executed, and delivered by Applicant, and are legal, valid, and binding obligations of Applicant, and do not violate any provision of any agreement, order, bankruptcy, or other judicial proceeding to which Applicant is a party or to which Applicant is subject.
