Representation and Warranty; Acknowledgment Sample Clauses

Representation and Warranty; Acknowledgment. Each of the undersigned hereby represents and warrants that the information set forth in this Perfection Certificate is true, correct and complete. Each of the undersigned acknowledges that this Perfection Certificate is provided in connection with the Credit Agreement, and that the Lenders and the Agent will rely upon the information contained herein (including the Schedules attached hereto). Each of the undersigned further acknowledges and agrees that the information so contained herein shall be deemed to be a representation and warranty by the Borrower under the Credit Agreement, and that any material misstatements or omissions contained herein may constitute an Event of Default under the Credit Agreement. IN WITNESS WHEREOF, we have hereunto set our hands this day of , 20 . OBLIGOR: [ ] By: Name: Title: EXHIBIT L FORM OF NOTICE TO CASH MANAGEMENT AGENT Notice to Cash Management Agent November 18, 2013 Xxxxx Fargo Bank, National Association 000 X. Xxxxx Street, 14th Floor Charlotte, NC 28202 Attn: Extended Stay America Trust 2010-ESH Asset Manager Midland Loan Services, a division of PNC Bank, National Association Two Live Oak Mail Stop: XX-XTLV-01-1 0000 Xxxxxxxxx Xxxx XX, Xxxxx 0000 Xxxxxxx, XX 00000 Re: Direction of amounts in Borrower Remainder Subaccount References is made to the Domestic Cash Management Agreement, dated as of November 30, 2012, by an among Xxxxx Fargo, N.A. as agent (the “Cash Management Agent”) , ESA P Portfolio L.L.C. (“ESA LLC”), ESA P Portfolio MD Borrower L.L.C. (“ESA MD LLC”), ESH/TN Properties L.L.C. (“ESHTN”, and together with ESA LLC and ESA MD LLC, the “Mortgage Borrower”), ESA P Portfolio MD Trust, ESA P Portfolio Operating Lessee, Inc., New ESA P Portfolio Operating Lessee LLC, ESH Mezzanine A LLC, ESH Mezzanine A-2 LLC, ESH Mezzanine B LLC, ESH Mezzanine B-2 LLC, ESH Mezzanine C LLC, ESH Mezzanine C-2 LLC, HVM L.L.C., and the other parties party thereto from time to time (as may be amended, restated or otherwise modified from time to time, the “Domestic Cash Management Agreement”). Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Domestic Cash Management Agreement.
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Representation and Warranty; Acknowledgment. Each of the undersigned hereby represents and warrants that the information set forth in this Perfection Certificate is true, correct and complete. Each of the undersigned acknowledges that this Perfection Certificate is provided in connection with the Credit Agreement, and that the Lenders and the Agent will rely upon the information contained herein (including the Schedules attached hereto). Each of the undersigned further acknowledges and agrees that the information so contained herein shall be deemed to be a representation and warranty by the Borrower under the Credit Agreement, and that any material misstatements or omissions contained herein may constitute an Event of Default under the Credit Agreement.
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Representation and Warranty; Acknowledgment. Each of the undersigned Obligors hereby represents and warrants as of the date hereof that the information set forth in this Perfection Certificate, taken as a whole, is true, correct and complete in all material respects. Each of the undersigned Obligors acknowledges that this Perfection Certificate is provided in connection with the Amended and Restated Credit Agreement, and that the Lenders and the Administrative Agent will rely upon the information contained herein (including the Schedules attached hereto). Each of the undersigned Obligors further acknowledges and agrees that the foregoing representation shall be deemed to be a representation and warranty by the Borrowers under the Amended and Restated Credit Agreement. IN WITNESS WHEREOF, we have hereunto set our hands this day of [ , ]. XXXXXXX OPERATING RESOURCES LLC By: Name: Title: XXXXXXX ENERGY SOLUTIONS INC. By: Name: Title: XXXXXXX TERMINAL SERVICES LLC By: Name: Title: XXXXXXX RESOURCES LP By: Name: Title: Schedule I Identity Sch. I-1 Schedule II Organizational Structure Sch. II-1 Schedule III Chief Executive Office/Places of Business Schedule IV Accounts, Contracts, Extraordinary Transactions Schedule V Inventory Schedule VI Deposit Accounts, Commodity Accounts, Securities Accounts Sch. VI-1 Schedule VII Investments Exhibit R to Amended and Restated Credit Agreement FORM OF MARKED-TO-MARKET REPORT BNP Paribas, as Administrative Agent 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 The Relationship Managers at each Lender
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Related to Representation and Warranty; Acknowledgment

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • Representations and Warranties, Acknowledgments, and Agreements The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, Series #TICKER and the Manager as follows:

  • Representation and Warranties The representations and warranties of Seller in Section 3 and of Purchaser in Section 4 shall be true and correct as of the Closing Date.

  • Representations and Warranties; Reaffirmation (a) Borrower hereby represents and warrants to each Lender as follows:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Representations and Warranties by the Transaction Entities Each of the Transaction Entities, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer represents and warrants to Seller as follows:

  • Representation and Warranty of Executive Executive represents and warrants to the Company that he is not now under any obligation, of a contractual nature or otherwise, to any person, partnership, company or corporation that is inconsistent or in conflict with this Agreement or which would prevent, limit or impair in any way the performance by him of his obligations hereunder.

  • Representations and Warranties by the Purchaser The Purchaser represents and warrants to the Company as of the time of issuance of the Notes and Warrants as follows:

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