Representations and Warranties and Acknowledgments Sample Clauses

Representations and Warranties and Acknowledgments. Each of the Parties represents and warrants that his, her or its respective signatories is of legal age and has the necessary authority to execute this Settlement Agreement. The Parties acknowledge that they have read this entire Settlement Agreement including the Legislation, understand the terms and effects thereof and have consulted with independent counsel in relation thereto. The Parties acknowledge that they have freely and voluntarily entered into this Settlement Agreement.
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Representations and Warranties and Acknowledgments. 2.1 The Optionee represents and warrants to the Optionor and the Optionee acknowledges that: (a) it is a corporation duly incorporated and validly subsisting under the laws of British Columbia and is in good standing with respect to filing annual reports; (b) it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (c) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which the Optionee is a party; (d) the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (e) the shares of the Optionee are listed on the Exchange; (f) the Optionee is not in breach of any policy of the Exchange; (g) the Optionee has made all required filings in XXXXX.xxx; (h) the trading in the shares of the Optionee is not subject to: (i) a halt trade order; (ii) a stop trade order; (iii) a suspension; (iv) a cease trade order; or (v) any other similar order or restriction; (i) to its best knowledge, neither it nor any of its directors and officers is subject to an investigation by either of the Exchange or any securities commission of any country; (j) at the time the Underlying Royaltyholder staked the Licences, the Underlying Royaltyholder paid not only a $10 per claim staking recording fee, but also a $50 per claim security deposit relating to the claims forming each Licence (the "Initial Security Deposits"); (k) before the expiration of the first anniversary of the issuance of Licences 016248M and 016250M the Optionor performed assessment work and filed a report of that assessment work in an amount which claimed to be equal to or in excess of the required amount of assessment work to be performed within the first year of the currency of Licences 016248M and 016250M (the "Initial Optionor's Assessment Report Filing"); (l) by letter dated July 5, 2010, the Department of Natural Resources advised that the Initial Optionor's Assessment Report Filing had been reviewed for compliance with the Mineral Act (RSN 1990) and the Mineral Regulations thereunder and that the Initial Optionor's Asses...
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Representations and Warranties and Acknowledgments. The Obligor, hereby represents, warrants and acknowledges to Lender, upon which Lender is relying, that: 1.1 The foregoing Recitals are true and correct. 1.2 It is authorized under applicable law to execute, deliver and perform this Agreement and all documents, instruments and agreements executed in connection herewith. This Agreement is a legal, valid and binding obligation of Obligor in accordance with its terms. Neither the execution and delivery of this Agreement or the fulfillment of or compliance with any of the terms and conditions of this Agreement will conflict with or result in a breach of the terms, conditions or provisions of or constitute a violation or default under any applicable law, regulation, judgment, writ, order or decree to which any of Obligor's properties are subject. 1.3 The existing liens, security interests and other encumbrances in favor of Lender arising under the Loan Documents are valid and binding obligations of Obligor, are duly perfected and are not subject to avoidance or invalidation for any reason. 1.4 The Personal Property Collateral is free and clear of all liens, claims, interests and encumbrances except for liens in favor of Lender and the liens, if any, in favor of Firstar. 1.5 The Real Property Collateral is free and clear of all liens, claims, interests and encumbrances except for liens in favor of Lender, except for those liens listed in Lender's Attorneys' Title Insurance Fund, Inc. title insurance policy number MP-2473973 dated as of October 15, 1999 at 3:50 P.M. 1.6 Except with respect to Firstar and/or Deutsche FSC, there are no pending, nor to the best knowledge of Obligor, threatened actions, litigation, disputes, alleged defaults for breaches, suits or proceedings against or in any way relating adversely to Obligor or their respective properties before any court, arbitrator or governmental or administrative body or agency. 1.7 Except as described in this Agreement, Obligor is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which any of them is a party or by which their properties are bound. 1.8 Neither this Agreement nor any report, schedule, certificate, agreement or any instrument heretofore or contemporaneously herewith provided to Lender by Obligor contain any misrepresentation or untrue statement of facts or omits to state any material facts. 1.9 Obligor has no present intent to file a voluntar...
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Representations and Warranties and Acknowledgments. Each Plaintiff and Defendant represents and warrants that his, her or its respective signatories is of legal age and has the necessary authority to execute this Settlement Agreement. Plaintiffs and Defendants acknowledge that they have read this entire Settlement Agreement including the Legislation, understand the terms and effects thereof and have consulted with independent counsel in relation thereto. Plaintiffs and Defendants acknowledge that they have freely and voluntarily entered into this Settlement Agreement.
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Related to Representations and Warranties and Acknowledgments

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its respective Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement, or an Assignment Agreement or a Joinder Agreement and funding its Tranche A Term Loans, Tranche B Term Loans, New Term Loans and/or Revolving Loans shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Original Closing Date, on the First Restatement Date, on the Second Restatement Date, on the Second Amendment and Restatement Joinder Date, on the Third Restatement Date or as of the date of funding of such New Term Loans and/or Revolving Loans.

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

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

  • Representations and Warranties; No Default Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that:

  • 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 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 EACH INVESTOR Each Investor represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • Representations and Warranties; No Defaults The following statements shall be true on the date of such Loan or Issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: (i) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Closing Date and shall be true and correct in all material respects on and as of any such date after the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing.

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