REPRESENTATIONS AND WARRANTIES 50 Sample Clauses

REPRESENTATIONS AND WARRANTIES 50. 13.1 Representations and Warranties of The City 50 13.2 Representations and Warranties of CSERELP 51 13.3 Representations and Warranties of the Development Manager 52 ARTICLE 14 DISPUTE RESOLUTION 53 14.1 Dispute Notice 53 14.2 Negotiation 54 14.3 Expert Mediation 54 14.4 Commencement of Arbitration 55 14.5 Arbitration Procedure 56 127239/561718MTDOCS 47903177v12 THIS AGREEMENT made as of the 5th day of October, 2023 (the “Effective Date”). AMONG THE CITY OF CALGARY (hereinafter referred to as “The City”), - and - CSE REAL ESTATE CORPORATION, in its capacity as general partner for and on behalf of CSE REAL ESTATE LIMITED PARTNERSHIP (hereinafter referred to as “CSERELP”), - and - CAA SPORTS CANADA ULC d/b/a CAA ICON, a Nova Scotia unlimited liability company (hereinafter referred to as the “Development Manager”)
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REPRESENTATIONS AND WARRANTIES 50. SECTION 4.01. Representations and Warranties of the Borrower. 50 Article V COVENANTS OF THE BORROWER 53 SECTION 5.01. Affirmative Covenants. 53 SECTION 5.02. Negative Covenants. 57 Article VI EVENTS OF DEFAULT AND REMEDIES 58 SECTION 6.01. Events of Default. 58 SECTION 6.02. Remedies. 60 SECTION 6.03. Cash Collateral Account. 61 Article VII THE AGENT 61 SECTION 7.01. Authorization and Action. 61 SECTION 7.02. Administrative Agent’s Reliance, Etc. 62 SECTION 7.03. Bank of America and Affiliates. 62 SECTION 7.04. Lender Credit Decision. 62 SECTION 7.05. Indemnification. 63 SECTION 7.06. Successor Administrative Agent. 63 SECTION 7.07. Resignation of LC Issuing Banks. 64 SECTION 7.08. Trust Indenture Act. 65 SECTION 7.09. Recovery of Erroneous Payments. 65 Article VIII MISCELLANEOUS 66 SECTION 8.01. Amendments, Etc. 66 SECTION 8.02. Notices, Etc. 67 SECTION 8.03. No Waiver; Remedies. 67 SECTION 8.04. Costs and Expenses; Indemnification. 67 SECTION 8.05. Right of Set-off. 69 SECTION 8.06. Binding Effect. 69 SECTION 8.07. Assignments and Participations. 70 SECTION 8.08. Governing Law. 76 SECTION 8.09. Consent to Jurisdiction; Waiver of Jury Trial. 76 SECTION 8.10. Execution in Counterparts. 76 SECTION 8.11. Electronic Communications. 77 SECTION 8.12. Severability. 78 SECTION 8.13. Headings. 79 SECTION 8.14. USA PATRIOT Act Notice. 79 SECTION 8.15. Confidentiality. 79 SECTION 8.16. Entire Agreement. 80 SECTION 8.17. Texas Revolving Credit Statute. 80 SECTION 8.18. Interest Rate Limitation. 80 SECTION 8.19. No Fiduciary Duty. 81 SECTION 8.20. Amendment and Restatement of Existing Credit Agreement. 81 SECTION 8.21. Acknowledgment and Consent to Bail-In of Affected Financial Institutions. 82 SECTION 8.22. Certain ERISA Matters. 82 SECTION 8.23. Acknowledgement Regarding Any Supported QFCs. 83 SCHEDULES Schedule I - List of Applicable Lending Offices Schedule II - Commitment Schedule Schedule III - Fronting Commitment Schedule Schedule IV - Existing Letters of Credit EXHIBITS Exhibit A-1 - Form of Notice of Borrowing Exhibit A-2 - Form of Notice of Conversion Exhibit A-3 - Form of Request for Issuance Exhibit B - Form of Assignment and Assumption Exhibit C-1 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-2 - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-3 - Form of U.S. Tax Compliance ...
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REPRESENTATIONS AND WARRANTIES 50. Section 4.1 Existence; Power 50
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REPRESENTATIONS AND WARRANTIES 50. Section 4.1. Representations and Warranties as to Borrower 50 Section 4.2. Representations and Warranties as to Each Property. 54 Section 4.3. Survival of Representations. 60
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REPRESENTATIONS AND WARRANTIES 50. Section 6.1 Existence, Qualification and Power; Compliance with Laws 50 Section 6.2 Authorization; No Contravention 50 Section 6.3 Governmental Authorization; Other Consents 51 Section 6.4 Binding Effect 51 Section 6.5 Litigation 51 Section 6.6 No Default 51 Section 6.7 Indebtedness 51 Section 6.8 Insurance 51 Section 6.9 Taxes 51 Section 6.10 ERISA Compliance 51 Section 6.11 Margin Regulations; Investment Company Act; Public Utility Holding Company Act 52 Section 6.12 Disclosure 52 Section 6.13 Reserved 52 Section 6.14 Material Agreements; No Defaults; Customers and Suppliers 53 Section 6.15 Oral Agreements; Matters Not of Record 53 Section 6.16 Creation, Perfection and Priority of Liens 54 Section 6.17 Subsidiaries; Equity Interests 54 Section 6.18 No Agreements to Merge 54 Section 6.19 Labor Matters 54 Section 6.20 Brokerage Commissions 55 Section 6.21 Agreements with Affiliates 55 Section 6.22 Anti-Money Laundering and Anti-Terrorism Laws 55 Section 6.23 Anti-Bribery and Anti-Corruption Laws 55 Section 6.24 Financial Statements, Documents, Projections, Solvency and Other Information 56 Section 6.25 Cannabis Licenses and Core Business 57 Section 6.26 Compliance with Laws, Etc 58 Section 6.27 Environmental Matters 58 Section 6.28 Title to Properties 59 Section 6.29 Intellectual Property 59 Section 6.30 No Proposed Legislation 59
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REPRESENTATIONS AND WARRANTIES 50. Section 13.1 Contractor 50 Section 13.2 Owner 51 Article 14 CONFIDENTIALITY 52 Section 14.1 Confidentiality 52 Section 14.2 Publicity 53 Article 15 DISPUTE RESOLUTION 53 Section 15.1 Dispute Resolution 53 Section 15.2 Governing Law and Venue 53 Section 15.3 Jury Trial Waiver 53 Section 15.4 Work to Continue 54 Article 16 MISCELLANEOUS 54 Section 16.1 Intellectual Property Rights; Work Product and Licenses 54 Section 16.2 Certification and Compliance with NDAA 54 Section 16.3 Notice 56 Section 16.4 Independent Engineer 57 Section 16.5 Independent Contractor 57 Section 16.6 No Rights in Third Parties 57 Section 16.7 Assignment 57 Section 16.8 Incorporation by Reference 58 Section 16.9 Entire Agreement 58 Section 16.10 Amendments 58 Section 16.11 Severability 58 Section 16.12 Drafting Ambiguities 58 Section 16.13 Right of Waiver 58 Section 16.14 Waiver of Breach 58 Section 16.15 Survival 59 Section 16.16 Effectiveness 59 Section 16.17 Further Assurances 59 Section 16.18 Conflicting Provisions 59 Section 16.19 Captions 59 Section 16.20 Counterparts 59 Section 16.21 Time of the Essence and Obligation to Act in Good Faith 59
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Related to REPRESENTATIONS AND WARRANTIES 50

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

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