REPRESENTATION, WARRANTIES AND COVENANTS. 1. The Borrower hereby represents, warrants, covenants to the Lender as follows:
a. That the Borrower is an adult and competent in law to enter into this Agreement and is not subject to any insolvency or bankruptcy proceedings.
b. This Agreement constitutes legal, valid, and binding obligations on the Borrower, enforceable in its entirety and there are no claims against the Borrower.
c. The Borrower shall comply with the terms of this Agreement including making timely payment of the EMI and ensure that the Repayment Instrument(s) are honored on presentation. It is the duty of the Borrower to ensure that his/her bank account has been debited towards the EMI and in case of his/her account not being so debited, the Borrower shall be obliged to inform the Lender in this regard within 2 days from the due date of such EMI.
d. That the information given in the Borrower's Mode of Application and any prior or subsequent information given to the Lender is accurate.
e. That the Borrower undertakes to promptly notify the Lender of any change in the Borrower’s particulars as mentioned hereto or of any circumstance(s) affecting the correctness of any of the particulars set forth hereto or in the Mode of Application immediately on the happening or occurrence of any such circumstance(s). In case of such event, the Lender may in its absolute discretion suspend operation / stop further withdrawal till fresh approval is obtained by the Borrower from the Lender for continuing the Loan and demand repayment of the Outstanding Amount.
f. That the obligation of the Borrower to repay the Outstanding Amount is independent of the arrangement between the Borrower or the student/xxxx and the Educational Institute. The Borrower agrees that the Lender shall not be responsible or liable for any services / course to be provided by the Educational Institute to the Borrower or his immediate relative and whether or not such services / course were satisfactory to the beneficiary, the obligation to pay the Outstanding Amount shall continue to subsist on the Borrower in accordance with this Agreement.
g. That once the loan is disbursed, the Borrower is liable to repay entire Outstanding Amount irrespective of his (or the student’s intending to enroll) usage or non-usage of the Educational Institute’s services. If the Borrower or his child/relative decides to not pursue the course after disbursement of Loan, he/still will still be liable to pay/repay entire Outstanding Amount. The Borrower agree...
REPRESENTATION, WARRANTIES AND COVENANTS. On a continuing basis, the Client represents, warrants, covenants and undertakes to the Company, both in respect of himself/herself and any other person for whom the Client acts as agent, that:
i. The Client is authorised and has the capacity to enter into this Agreement and any Transactions which may arise under them;
ii. The Client is over 18 years old and/or has full capacity and/or is competent to enter into the present Agreement and is aware of the local laws and regulations of his country of residence in regards to being allowed to enter into this Agreement and the information he provides during the registration process as well as in any Company’s document is true correct, complete and accurate and that he/she will promptly inform the Company of any changes to the details or information provided to the Company;
iii. The Client warrants to the Company that all and any documents delivered by or on behalf of the Client to the Company are at all times true, valid and authentic;
iv. The Client unreservedly states, affirms, warrants and guarantees that he accepts that the Company will act as an agent on the Client’s behalf and will endeavor to find the best Execution Venue (Liquidity Provider) for the execution of the Client’s Orders.;
v. The Client unreservedly states, affirms, warrants and guarantees that he has chosen the investment amount, taking his total financial circumstances into consideration which he/she considers reasonable under such circumstances;
vi. Any monies delivered to the Company shall belong exclusively to the Client, free of any lien, charge, pledge and any other encumbrance, and that they shall not be either directly or indirectly proceeds of any illegal act or omission nor a product of any criminal activity;
vii. The Client acts for himself and not as a representative nor as a trustee of any third person, unless he has produced, to the satisfaction of the Company, a document of powers of attorney enabling him to act as representative and/or trustee of any third person;
viii. The Client acknowledges that the Company shall not be obliged to inform the Client on an individual basis for any developments or changes on existing laws, directives, regulations, information and policies from any competent authority but the Client should refer to the Company’s Website to obtain all these data and information as well as to any other document that the Company may from time to time publish;
ix. The Client agrees and consents to receive direct ad...
REPRESENTATION, WARRANTIES AND COVENANTS. In the event: (x) the Buyer breaches any of its representations, warranties, covenants or other obligations contained herein; and (y) the Seller makes a written claim for indemnification against the Buyer pursuant to Section 11(h) within the applicable survival period specified in Section 8(a), then the Buyer agrees to RELEASE, INDEMNIFY AND HOLD HARMLESS the Seller Indemnitees from and against the entirety of any Adverse Consequences that are individually in excess of twenty-five thousand dollars ($25,000) and suffered by the Seller Indemnitees by reason of such breaches.
REPRESENTATION, WARRANTIES AND COVENANTS. 6.1 The Standby GIC Provider represents, warrants and covenants to the Guarantor LP and the Bond Trustee at the date hereof, on each date on which an amount is credited to the Standby GIC Account and on each Guarantor LP Payment Date, that:
(a) it is a Schedule I Bank existing under the laws of Canada and duly qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to qualify would not constitute a Material Adverse Event;
(b) the execution, delivery and performance by the Standby GIC Provider of this Agreement are within the Standby GIC Provider’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene or result in a default under or conflict with (1) the charter or by-laws of the GIC Provider, (2) any law, rule or regulation applicable to the Standby GIC Provider, or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Standby GIC Provider or its property; and
(c) it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada);
(d) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement;
(e) if regulated, it is in regulatory good standing;
(f) it is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of this Agreement;
(g) it is in material compliance with all applicable laws, regulations and rules relevant to the execution, delivery and performance of this Agreement;
(h) it meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Standby Account Bank Ratings; and
(i) it shall comply with, and perform its obligations under, the provisions of the Canadian Registered Covered Bond Programs Guide, this Agreement and the Standby Bank Account Agreement, in each case applicable to it.
6.2 The Standby GIC Provider undertakes to notify the Guarantor LP and the Bond Trustee immediately if, at any time during the term of this Agreement, any of the statements contained in Section 6.1 ceases to be true. The warranties set out in Section 6.1 shall survive the signing and delivery of this Agreement.
REPRESENTATION, WARRANTIES AND COVENANTS. The Pledgor represents, warrants and covenants as follows:
(i) All filings, registrations and recordings necessary or reasonably requested by the Collateral Agent to create, preserve, protect and perfect the security interests granted by the Pledgor to the Collateral Agent hereby in respect of the Collateral have been accomplished by the Pledgor. The security interests granted to the Collateral Agent for the benefit of the Secured Creditors pursuant to this instrument in and to the Collateral constitute and hereafter will constitute a perfected security interest therein superior and prior to the rights of all other Persons therein and subject to no other Liens, except for Permitted Liens and subject to the Federal Aviation Act and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests.
(ii) The Pledgor is, and as to Collateral acquired by it from time to time after the date hereof the Pledgor will be, the owner of all Collateral free from any Lien except for the Lien and security interest created by this Agreement, Permitted Liens and subject to the Federal Aviation Act. The Pledgor will, at or before the time it subjects any property to the Lien of this Agreement, cause evidence of its title to be duly recorded, filed, or filed for recording, to the extent permitted or required under any applicable law, by the Pledgor as owner. Pledgor shall defend the Collateral against any and all claims and demands of all Persons at any time claiming any interest therein adverse to the Collateral Agent or any Secured Creditor.
(iii) There is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) on the date hereof, covering or purporting to cover any interest of any kind in the Collateral, and so long as the Credit Agreement has not been terminated or any of the Obligations remain, the Pledgor shall not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction), or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interests granted hereby by the Pledgor and except as may be otherwise permitted by the Credit Agreement.
(iv) The chief executive offices of the Pledgor as of the date of this Agreement are l...
REPRESENTATION, WARRANTIES AND COVENANTS. Consultant hereby represents, warrants and covenants to the Company that the Consultant is under no contractual or other restriction or obligation which is inconsistent with his execution of this Extension or the performance of his duties hereunder and that, during the Extension Term, Consultant will not enter into any agreement either written or oral in conflict with this Extension.
REPRESENTATION, WARRANTIES AND COVENANTS. Consultant hereby represents, warrants and covenants to the Company that the Consultant is under no contractual or other restriction or obligation which is inconsistent with his execution of this Third Extension or the performance of his duties hereunder and that, during the Third Extension Term, Consultant did not enter into any agreement either written or oral in conflict with this Third Extension.
REPRESENTATION, WARRANTIES AND COVENANTS. 3.1 Each Party hereby represents and warrants to the other Party as of the date hereof as follows:
(a) It is duly organized, validly existing and in good standing under Applicable Laws, has sufficient powers and authorities to execute and deliver this Agreement and to perform the cooperation contemplated hereunder;
(b) It is duly authorized by its corporate authority for execution and delivery of the Agreement as well as the performance of the cooperation contemplated hereunder; and
(c) This Agreement constitutes such Party’s legal, valid and binding obligations assuming the other Party is duly authorized to execute and deliver this Agreement.
3.2 Unless otherwise provided in this Agreement, in the event that any provision of this Agreement conflicts with any legal document executed by either Party prior to the date of hereof, such Party shall, in good faith, immediately inform the other Party in writing, and the Parties shall resolve such conflict through negotiations. Neither Party shall be held liable to the other Party due to any such conflict between any prior legal document and this Agreement.
3.3 The Parties shall provide mutual support to ensure that the cooperation contemplated hereunder be duly implemented in accordance with Applicable Laws.
REPRESENTATION, WARRANTIES AND COVENANTS. Borrower hereby represents, warrants and covenants to Lender as follows:
REPRESENTATION, WARRANTIES AND COVENANTS. You represent and warrant to Processor and Bank the following (which shall apply and remain true both at the time of execution and throughout the term of this Agreement):
