REPRESENTATIONS AND WARRANTIES 16. SECTION 5.1 Representations and Warranties of Borrower; Reliance by Lender 17 ARTICLE VI. COVENANTS OF BORROWER 20 SECTION 6.1 Affirmative Covenants 20 SECTION 6.2 Negative Covenants 21 ARTICLE VII. EVENTS OF DEFAULT 22 SECTION 7.1 Events of Default 22 SECTION 7.2 Acceleration and Termination 23 SECTION 7.3 Other Remedies 24 SECTION 7.4 No Marshalling; Deficiencies; Remedies Cumulative 24 SECTION 7.5 Waivers 24 SECTION 7.6 Further Rights of Lender 24 ARTICLE VIII. GENERAL PROVISIONS 25 SECTION 8.1 Notices 25 SECTION 8.2 Delays; Partial Exercise of Remedies 25 SECTION 8.3 Right of Setoff 25 SECTION 8.4 Indemnification; Reimbursement of Expenses of Collection 26 SECTION 8.5 Amendments, Waivers and Consents 27 SECTION 8.6 Nonliability of Lender 27 SECTION 8.7 Assignments and Participations 27 SECTION 8.8 Counterparts; Telecopied Signatures 28 SECTION 8.9 Severability 28 SECTION 8.10 Maximum Rate 28 SECTION 8.11 Entire Agreement; Successors and Assigns; Interpretation 29 SECTION 8.12 LIMITATION OF LIABILITY 29 SECTION 8.13 GOVERNING LAW 29 SECTION 8.14 SUBMISSION TO JURISDICTION 29 SECTION 8.15 JURY TRIAL 30 SECTION 8.16 Publicity 30 SECTION 8.17 No Third Party Beneficiaries 30 SECTION 8.18 Confidentiality 30 SECTION 8.19 Patriot Act Notice 31 EXHIBITS: EXHIBIT A Form of Borrowing Base Certificate EXHIBIT B Form of Notice of Borrowing EXHIBIT B-I Form of Notice of Continuation CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of August 14, 2014 by and between VIZIO, INC., a California corporation (“Borrower”), and (ii) CITIBANK, N.A., a national banking association (“Citibank” or “Lender”).
REPRESENTATIONS AND WARRANTIES 16. Section 7.04.
REPRESENTATIONS AND WARRANTIES 16. Section 3.1.
REPRESENTATIONS AND WARRANTIES 16. 3.1 Representations and Warranties of Simmax and the Corporation 16 3.2 Representations and Warranties of the Vendors 35 3.3 Representations and Warranties of the Purchaser 37 3.4 Commission 38 3.5 Non-Waiver 38 3.6 Nature and Survival of Representations and Warranties 38 ARTICLE 4 COVENANTS OF THE PARTIES 39 4.1 Delivery of Books and Records 39 4.2 Workers' Compensation 39 4.3 Confidentiality 39 4.4 Consents Required in Contracts 39 4.5 Investment Canada 40 ARTICLE 5 INDEMNIFICATION 40 5.1 Indemnification by Simmax and Corporation 40 5.2 Indemnification by Remora 41 5.3 Indemnification by Purchaser 41 5.4 Claims by Third Parties 42 5.5 Indemnification Sole Remedy 43 5.6 Details of Claims 43
REPRESENTATIONS AND WARRANTIES 16. 4.1 Organization, Powers. 16
REPRESENTATIONS AND WARRANTIES 16. Section 3.1. Existence; Compliance with Law. 16 Section 3.2. Subsidiaries; Capitalization. 16 Section 3.3. Financial Condition; No Material Adverse Change. 16
REPRESENTATIONS AND WARRANTIES 16. Section 7.1 Representations and Warranties of the Company 16 Section 7.2 Representations and Warranties of Theta 16 ARTICLE VIII. TERMINATION 17 Section 8.1 Termination 17 Section 8.2 Effect of Termination; Survival 17 ARTICLE IX. MISCELLANEOUS 17 Section 9.1 Amendment and Modification 18 Section 9.2 Assignment; No Third-Party Beneficiaries 18 Section 9.3 Binding Effect; Entire Agreement 18 i Section 9.4 Severability 18 Section 9.5 Notices and Addresses 18 Section 9.6 Governing Law 19 Section 9.7 Headings 19 Section 9.8 Counterparts 19 Section 9.9 Further Assurances 20 Section 9.10 Remedies 20 Section 9.11 Arbitration; Jurisdiction and Venue 20 Section 9.12 Adjustments 21 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT, dated as of January 4, 2017, by and among Konecranes Plc, a Finnish public company limited by shares (the “Company”), and Terex Corporation, a Delaware corporation (“Theta”).
REPRESENTATIONS AND WARRANTIES 16. Section 3.1 Representations and Warranties of Bradstone 16 Section 3.2 Representations and Warranties of XXX 00 Section 3.3 Representations and Warranties of Subco 32 Section 3.4 Survival of Representations and Warranties 34
REPRESENTATIONS AND WARRANTIES 16. 3.1 Representations and Warranties of Cappex 16
REPRESENTATIONS AND WARRANTIES 16. Representations and Warranties of TAI 16 Representations and Warranties of DWR and DWR Subsidiaries 21 Environmental Representation and Warranties of DWR and DWR Subsidiaries 27 Survival of Representation and Warranties 29 PART 6 COVENANTS 29 Mutual Covenants 29 Additional Covenants of TAI 31 Additional Covenants of DWR 33 PART 7 CONDITIONS PRECEDENT 34 Mutual Conditions Precedent 34 Additional Conditions to Obligations of TAI 35 Additional Conditions to Obligations of DWR 36 Notice and Effect of Failure to Comply with Conditions 38 Satisfaction of Conditions 38 PART 8 TRANSITIONAL PROVISIONS 38 Transitional Provisions 38 PART 9 CLOSING 38 PART 10 AMENDMENT 39 Amendment 39 PART 11 TERMINATION 39 Termination 39 PART 12 GENERAL 40 Notices 40 Binding Effect 40 Assignment 40 Entire Agreement 40 Public Communications 41 No Shop 41 Costs 41 Confidentiality 42 Privacy 42 Severability 43 Further Assurances 43 Time of Essence 44 Applicable Law and Enforcement 44 Waiver 44 Counterparts 44 AMALGAMATION AGREEMENT THIS AMALGAMATION AGREEMENT is dated as March 27, 2020. AMONG: DOMINION WATER RESERVES CORP., a corporation existing under the laws of Canada; (“DWR”) AND: XXXXXX ACQUISITIONS INC., a corporation existing under the laws of Canada; (“TAI”)
