Representation and Covenants a. MSSM hereby represents, warrants, and covenants to AMICUS that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation;
Representation and Covenants. On each Exchange Business Day during a Final Reference Share Price Pricing Period, Party B hereby represents and warrants to Party A that, unless Party B notifies Party A, through the Arranging Agent, that such day is not a Trading Day, it has publicly disclosed all material information necessary for Party B to be able to purchase or sell Shares in compliance with applicable federal securities laws. Party B hereby represents and warrants to Party A that: (i) it has entered into this Transaction in connection with the Share repurchase program announced publicly on June 3, 1998, and July 13, 1999 for purposes consistent with those stated in such public disclosures and (ii) on the Trade Date and on the Settlement Date, Party B has available to it before and immediately after any purchase of Shares pursuant to this Transaction such orders, consents or other authorities as may be required by the SEC pursuant to rules and regulations of the Public Utility Holding Company Act of 1935 (the "1935 Act"), with respect to the execution, delivery and performance of the forward purchase obligations under this Transaction , and (iii) on the filing date of any registration statement or the commencement of any offer not involving a public offering in the case of any Net Cash Settlement or Net Share Settlement, the offering of Shares (or New Shares as provided herein), on the Settlement Date and on each day during the Final Share Price Pricing Period, will be made pursuant to the orders, consents or other authorizations that may be required under the rules and regulations promulgated under the 1935 Act , which will be in full force and effect and, to Party B's knowledge, will be free of any pending or overtly threatened proceedings contemplating the revocation or modification of such order; provided, however, in lieu of making the representations and warranties and agreeing the covenants set forth in clauses (i) and (ii), delivering an opinion of counsel addressing such matters as Party A may reasonably request and are customarily provided in connection with the purchase and sale of common stock, including, without limitation, that Party B is not subject to the 1935 Act, that no authorisation, consent or notice is required in order for Party B to perform any purchase or sale obligation with respect to the Shares other than any authorisations, consents, filings or notices that may be required under the 1933 Act and any applicable state law that may be required for the author...
Representation and Covenants. 7.1. The City represents and covenants to the Contractor as follows:
Representation and Covenants. Section 2.1. Representations of the Issuer 4 Section 2.2. Representations of Covenants of the Company 5 ARTICLE III ISSUANCE OF THE SERIES 2007 BONDS AND DISBURSEMENT OF BOND PROCEEDS Section 3.1. Issuance of the Series 2007 Bonds; Application of Proceeds 10 Section 3.2. Disbursements from the Project Fund 11 ARTICLE IV LOAN BY ISSUER; REPAYMENT OF THE LOAN; LOAN PAYMENTS AND ADDITIONAL PAYMENTS Section 4.1. Loan Repayment; Delivery of Notes 13
Representation and Covenants. The Recipient agrees to accept title to the Property subject to municipal requirements, including building and zoning by-laws, easements for hydro, gas, telephone and similar services to the Property or any part thereof, and to restrictions and covenants that run with the Property or any part thereof, including but not limited to: All registered and unregistered easements existing at the date of acceptance of this Agreement; Existing by-law(s); Other agreements and restrictions on title to the extent that they have been complied with; Any encroachment or location of existing fencing which differs somewhat from the property lines as surveyed; and Any existing environmental conditions or contamination to the site.
Representation and Covenants. 7.1 Inventors hereby represent and warrant that they have complied with all obligations under the Patent Regulations to adequately and accurately disclose the Invention and that they are the only inventors of the Invention. Inventors further represent and warrant that they have complied with the obligation to fully disclose the usefulness of the Invention and any related Service Inventions, and have supplied Ramot with all corresponding data in their possession which would assist Ramot to evaluate the commercial potential of the Invention and to identify and negotiate with potential licensees.
Representation and Covenants a. To the extent any Contracts of SSLJ HK Group cannot be transferred to Purchaser pursuant to Section 1 for any reason, Purchaser shall at its own cost and expense, facilitate SSLJ HK Group to terminate such Contracts (the “Terminated Contracts”) prior to the Closing, in each case without any remaining liability of any kind to the Company and SSLJ BVI.
Representation and Covenants. All representations and ---------------------------- warranties of the Purchaser contained in this Agreement shall be true in all material respects on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date. The Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date.
Representation and Covenants. Section 2.1. Representations of the Issuer 4 Section 2.2. Representations of Covenants of the Company 5 ARTICLE III ISSUANCE OF THE SERIES 2007 BONDS AND DISBURSEMENT OF BOND PROCEEDS Section 3.1. Issuance of the Series 2007 Bonds; Application of Proceeds 10 Section 3.2. Disbursements from the Project Fund 11
Representation and Covenants a. MSSM hereby represents, warrants, and covenants to the MAGNA hereto that it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation;
