Representations and Guaranties Sample Clauses

Representations and Guaranties. FirstBank Florida does not represent or guarantee, expressly or implicitly, the accuracy of the information and materials (including text, graphics, links or other objects) contained in FirstBank Florida On-Line, and expressly rejects all responsibility for errors or omissions in them. Neither FirstBank Florida nor its providers represent nor guarantee directly or implicitly that FirstBank Florida On- Line is appropriate for a particular use. You recognize that you have received adequate information from FirstBank Florida regarding FirstBank Florida On- Line, and that you have decided, freely and voluntarily, to subscribe to this agreement and obtain access to FirstBank Florida On-Line according to the terms and conditions hereby agreed. You represent and guarantee to FirstBank Florida that you have no intention to use and that you shall not use FirstBank Florida On-Line with the direct or indirect purpose of providing services (including, without limitations, financial, data processing or administrative services, or other related services) to any person or entity. Any link to pages of organizations not affiliated to FirstBank Florida On-Line is provided only as a suggestion of topics that might be interesting or useful to you. FirstBank Florida does not provide any guaranty whatsoever regarding the accuracy, integrity or reliability of these pages, or regarding whether or not its use is appropriate for any specific purpose, nor does it guarantee they are free of defects or claims or of viruses or other contamination. These links do not represent an endorsement nor do they create responsibility for the opinions, ideas, products, information or services offered in said pages.
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Representations and Guaranties. 8.1 Sellers, Fixcel and Splice (hereinafter jointly referred to as “Declarants”) hereby represent and warrant to Purchaser, without any restrictions whatsoever, that the following representations and Guaranties are true as of this date. Same representations and Guaranties shall be understood as repeated and ratified on the Closing Date in relation to the referred date, except for changes arising out of the regular course of TCO’s business: 8.1.1 Capital Stock and Ownership of the Controlling Shares. (a) TCOPar’s total capital stock comprises, exclusively, three hundred and seventy-nine billion, two hundred million, thirty-six thousand, five hundred and eighty-two (379,200,036,582) shares, represented by one hundred and twenty-six billion, four hundred and thirty-three million, three hundred and thirty-eight thousand, one hundred and nine (126,433,338,109) voting common shares and two hundred and fifty-two billion, seven hundred and sixty-six million, six hundred and ninety-eight thousand, four hundred and seventy-three (252,766,698,473) non-voting preferred shares, all of them without face value, validly issued, fully subscribed and paid-up, which position shall remain valid and unchanged until the Closing Date. On this date, Sellers are the owners of seventy-three billion, five hundred and twenty-nine million, six hundred and ten thousand, three hundred and ninety-six (73,529,610,396) common shares, representing 58.1568% of TCOPar’s voting capital; on the Closing Date, Sellers shall, with due regard to the provisions of Section 2.8 above, be the owners of seventy-seven billion, two hundred and fifty-six million, four hundred and ten thousand, three hundred and ninety-six (77,256,410,396) common shares, representing sixty-one point ten per cent (61.10%) of the voting capital and twenty point thirty-seven per cent (20.37%) of TCOPar’s capital stock, in both cases without computing treasury shares in the amount of five billion, seven hundred and ninety-one million, three hundred and ninety-three thousand, eight hundred and eighty-six (5,791,393,886) common shares. (b) The total capital stock of TCO’s Controlled Companies, on base date December 31, 2002, comprised, (i) in case of Telegoiás Celular, exclusively six million, six hundred and sixteen thousand, nine hundred and twelve (6,616,912) shares, represented by two million, three hundred and thirteen thousand, five hundred and seventy-four (2,313,574) common shares and four million, three hundred and three...
Sample 1
Representations and Guaranties. 7.1. The Lessee hereby represents and guarantees that: 7.1.1. The Lessee has and shall have the right, under the Lease Agreement, of long-term use of the Site on conditions of lease and is authorized to enter into this Agreement on the terms specified herein. 7.1.2. In accordance with the Lease Agreement the Lessee has the right to sublease the entire Site or part of the Site for a term expiring on September 06, 2043. 7.1.3. There are no claims of third persons or any other restrictions with respect to the right of use of the Site, which can encumber or contradict exercise by the Sublessee of its rights hereunder or which can result in the annulment of this Agreement or extra charges on the part of the Sublessee. 7.1.4. As of the day of signing this Agreement, the Site is not pledged, neither is it claimed, nor sequestered, nor encumbered with other rights of any third persons. 7.1.5. The Lessee will provide to the Sublessee any support and assistance in exercising by the Sublessee of its rights under this Agreement, including provision of necessary conditions for the most beneficial use of the Site by the Sublessee. 7.1.6. Should there arise the necessity to seize the Site for governmental and/or municipal needs under the effective legislation of the RF and/or normative acts of the City of Moscow, the Lessee shall take all possible actions to make damage suffered by the Sublessee reduced to the minimum. In case of seizure of the Site for governmental or municipal needs the Sublessee shall have the right to receive from the Lessee a monetary compensation for damages caused by such seizure. The amount of the compensation to be paid to the Sublessee shall not exceed the amount of analogous compensation actually received by the Lessee in connection with the seizure of the Site. 7.2. The Sublessee represents and guarantees that: 7.2.1. The Sublessee is authorised to enter into this Agreement on the terms specified herein. 7.3. Each of the Parties represents, guarantees and agrees that the conclusion of this Agreement will not lead to any breach or non-fulfillment of conditions of any contract or agreement by which a Party or any of its property is bound, nor of any law, regulation, decree or other legal act governing that Party's activity.
Sample 1
Representations and Guaranties. 4.1 The LESSOR hereby declares that the following facts are true: 4.1.1 The LESSOR is a limited liability company, organized and existing in accordance with the laws of the Republic of Colombia. 4.1.2 The LESSOR´s operations are duly authorized by the competent authorities, and has complied with all the administrative and judicial requirements regarding the activities of the company. 4.1.3 The mining title No. 3451 is free of liens and of any other ownership limitation and has not been sold or promised to be sold by the LESSOR to any third party, and it has not entered into commercial agreements that may have any effect upon the property or tenancy of the same; 4.1.4 There is no legal, statutory or contractual provision that forbids the LESSOR to enter into and perfect this Agreement and therefor it is not prevented from carrying out the transactions subject matter of the same; 4.1.5 The LESSOR does not know of any proceeding, claim or lawsuit of civil, commercial or environmental nature or of any other type against the LESSOR and regarding the mining title, that may affect the property or tenancy of the same by the LESSEE; 4.1.6 The mining rights referred to in mining title No. 3451 are enforceable and clear in everything referring to duties, royalties, contributions, technical reports, etc. 4.2 The LESSEE hereby declares that the following facts are true and acknowledges that its truthfulness and existence are the determining cause that induces the LESSOR to enter into this Agreement: 4.2.1 The LESSEE is a limited liability company organized and existing in accordance with the laws of the Republic of Colombia. 4.2.2 The LESSEE has complied with all legal and statutory requirements for the entering into of this Agreement; 4.2.3 There is no applicable legal or statutory provision that prevents THE LESSEE from acquiring the mining title; 4.3 The LESSEE undertakes to constitute a Tort Policy, for an amount of five hundred million pesos ($500.000.000.oo), and with an enforceability equal to the duration term of the agreement and two months more. The policy shall be replaced each time that due to sanctions imposed its amount be decreased or exhausted. 4.4 In order to guarantee the attention to the environmental liability the LESSOR undertakes to maintain, at its cost, the environmental policy that shall constitute to guarantee the compliance of the Environmental Management Plan, if required by the environmental authority, during the enforceability of the agree...
Sample 1
Representations and Guaranties. (1) With respect to the Metar Business, Xxxxxxx represents and warrants: (i) that Xxxxxxx is in good standing; (ii) that Xxxxxxx has good and valid title to the object of this Agreement and that the Metar assets are free and clear of any rights, privileges, pledges, charges or any other encumbrances in favor of third parties and Xxxxxxx may freely dispose of any interest in the assets without any limitations or restrictions; (iii) that Metar will acquire full title on the Metar assets together with all rights and benefits attached thereto; (iv) that no circumstances, including but not limited to pending or threatened actions or claims, have occurred which may have an adverse effect on the Metar Business or their value and that the Metar Business has been manages in the normal course of business since September 30, 2003., i.e. the date of the last interim financial statement; and (v) that the Metar Business, in particular the inventory and the work in progress, have been and will continue to be managed in the normal course of business until Closing Date. (2) Xxxxxxx shall not be liable under this Agreement for any undertakings or warranties other than those stipulated in this article 5.
Sample 1

Related to Representations and Guaranties

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

  • Representations and Warranties True and Correct The representations and warranties of the Borrower contained in the Credit Agreement, as amended hereby, are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to a specified date, in which case such representations and warranties are hereby reaffirmed as true and correct when made.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Lessee ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreement.

  • Representations and Warranties of All Parties Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

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