REPRESENTATIONS AND COVENANTS 62 Sample Clauses

REPRESENTATIONS AND COVENANTS 62. Section 11.1 Representations of the Members 62 Section 11.2 Covenants of the Members 63 Section 11.3 Representations and Covenants of SNR and American III 63 Section 11.4 Failure to Qualify as a Qualified Person 64 ARTICLE 12 EXCULPATION AND INDEMNIFICATION 64 Section 12.1 No Personal Liability 64 Section 12.2 Indemnification by Company 65 Section 12.3 Notice and Defense of Claims 65 ARTICLE 13 DISSOLUTION AND TERMINATION 67 Section 13.1 No Withdrawal 67 Section 13.2 Dissolution 67 Section 13.3 Procedures Upon Dissolution 68 Section 13.4 Deficit Capital Accounts 70 Section 13.5 Termination 70 ARTICLE 14 MISCELLANEOUS 70 Section 14.1 Entire Agreement 70 Section 14.2 Amendment; Waiver 70 Section 14.3 Successors and Assigns 71 Section 14.4 No Third Party Beneficiaries 71 Section 14.5 Disposition of Interests 71 Section 14.6 Survival of Rights and Duties 71 Section 14.7 Governing Law 71 Section 14.8 Specific Performance 72 Section 14.9 Remedies Cumulative 72 Section 14.10 Further Assurances 72 Section 14.11 Expenses 72 Section 14.12 Notices 73 Section 14.13 Severability 74 Section 14.14 Reformation 74 Section 14.15 Relationship of Parties 75 Section 14.16 No Right to Partition 75 Section 14.17 Construction 75 Section 14.18 Counterparts 76 *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SNR WIRELESS HOLDCO, LLC, a Delaware limited liability company (the “Company”), effective as of June 7, 2018 (the “Effective Date”), by and between AMERICAN AWS-3 WIRELESS III L.L.C., a Colorado limited liability company (“American III”), SNR WIRELESS MANAGEMENT, LLC, a Delaware limited liability company (“SNR”) and Xxxx Xxxxxx, a U.S. citizen.
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Related to REPRESENTATIONS AND COVENANTS 62

  • Representations and Covenants The representations and warranties of the Shareholders and the Company 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 Shareholders and the Company 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 the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations and Covenants of the Company A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Survival of Representations and Covenants All representations, warranties and covenants of the Pledgor contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement.

  • Representations and Covenants of the Trust A. The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Non-Survival of Representations and Covenants The respective representations, warranties, obligations, covenants, and agreements of the Parties shall not survive the Effective Time except this Article 10 and Articles 1, 2, 3, 4 and 11 and Sections 8.5 and 8.11.

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