Representation and Covenants Sample Clauses
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;
a. AMICUS hereby represents, warrants and covenants to the other party 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;
b. Each of MSSM and AMICUS hereby represents, warrants and covenants to the other party hereto as follows:
i) the execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate action;
ii) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
iii) the execution, delivery and performance by such party of this Agreement and its compliance with the terms and provisions hereof is not prohibited and does not and will result in a breach of any of the terms and provisions of, or constitute a default under, (i) a loan agreement, guaranty, financing agreement, agreement affecting a product, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;
iv) the execution, delivery and performance of this Agreement by such party does not require the consent, approval, or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority, and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such party;
v) this Agreement has been duly authorized, executed and delivered and constitutes such party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and
vi) it shall comply with all applicable material laws and regulations relating to its activities under this Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISS...
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 authorization, 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 authorizations, 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. Section 2.1. Representations of the Issuer 4 Section 2.2. Representations of Covenants of the Company 5 Section 3.1. Issuance of the Series 2007 Bonds; Application of Proceeds 10 Section 3.2. Disbursements from the Project Fund 11 Section 4.1. Loan Repayment; Delivery of Notes 13
Representation and Covenants. 8.1. The City represents and covenants to the Ambulance District as follows:
a. The City is a municipal corporation and a public trust, respectively, organized under the laws of the State of Oklahoma;
b. To its knowledge, the execution of this Agreement will not constitute a violation of any law;
c. The City Manager will act as the City’s agent for all dealings with the Ambulance District in relation to this agreement and the City Manager is expressly granted the authority to execute all documents in connection with this Agreement;
d. The City Manager may designate an individual to act in his stead during his absence.
8.2. The Ambulance District represents and covenants as follows:
a. It has the requisite experience, equipment, and knowledge to perform the duties assigned to it under this Agreement;
b. It has the authority to enter into any Agreement;
c. The Ambulance District will designate an individual to act as its agent for all dealings with the City in relation to this agreement and is expressly granted the authority to execute all documents in connection with this agreement.
Representation and Covenants. The Purchaser 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. The City represents and covenants to the Contractor as follows:
a. The City is a municipal corporation and a public trust, respectively, organized under the laws of the State of Oklahoma;
b. To its knowledge, the execution of this Agreement will not constitute a violation of any law;
c. The City Manager will act as the City’s agent for all dealings with the Contractor and the City Manager is expressly granted the authority to execute all documents, approve all abatements, and authorize all payments, consistent with relevant ordinances, in connection with this Agreement;
d. The City Manager may designate an individual to act in his stead during his absence.
7.2. The Contractor represents and covenants as follows:
a. The Contractor has the requisite experience, equipment, and knowledge to perform the duties assigned to him under this Agreement, including, without limitation, knowledge of relevant labor and environmental laws.
b. The Contractor has the authority to enter into any Agreement;
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.
b. SSLJ HK Group hereby represents that none of the members of SSLJ HK Group had any cash deposits or outstanding insurance policies as of the date hereof and does not expect to have any cash deposits or outstanding insurance policies on the Closing Date.
c. SSLJ HK Group hereby represents that none of the members of SSLJ HK Group has had adopted or plan to adopt any stock incentive plan as of the date hereof and the Closing Date.
Representation and Covenants. 7.1. The City represents and covenants to the Contractor as follows:
a. The City is a municipal corporation and a public trust, respectively, organized under the laws of the State of Oklahoma;
b. To its knowledge, the execution of this Agreement will not constitute a violation of any law;
c. The City Manager will act as the City’s agent for all dealings with the Contractor and the City Manager is expressly granted the authority to execute all documents and authorize all payments, consistent with relevant ordinances, in connection with this Agreement;
d. The City Manager may designate the City Superintendent to act in his stead during his absence.
7.2. The Contractor represents and covenants as follows:
a. The Contractor has the requisite experience and knowledge to perform the duties assigned to him under this Agreement, including, without limitation, knowledge of the City’s water and wastewater system, environmental regulations, DEQ regulations, safety regulations, and other relevant laws or regulations.
b. The Contractor has the authority to enter into any Agreement.
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.
7.2 Inventors understand that the Assigned Patent Rights are being assigned to them for their own personal activities. TAU does not have any responsibility to further develop the Invention, and TAU shall not be obligated to expend any additional funds, equipment, facilities or other resources. Inventors agree not to use any TAU funds, equipment, facilities, or other resources to patent, market, license, sell or otherwise commercially develop the Invention after execution of this Agreement without Xxxxx’s prior written approval.
7.3 Inventors agree and undertake that any further research conducted by Inventors that is related to the Invention will be performed in compliance with the prevailing TAU regulations regarding conflict of interest. Inventors understand and agree that the rights in any improvements to the Invention or new inventions stemming from any such continued research will be governed by the terms of the Patent Regulations.
Representation and Covenants. 12 Section 7.2