Representations and Warranties Certain Covenants. Each of EEMC and EPMI hereby represents and warrants to the other party hereto that (i) the execution, delivery and performance of this Agreement by it are within its corporate powers, and have been duly authorized by all necessary corporate or other 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, (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses, (iii) it is acting for its own account, 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, is not relying upon the advice or recommendations of any other party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement and (iv) it has obtained all consents and approvals of governmental authorities as may be applicable to it with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
Representations and Warranties Certain Covenants. (a) Representations and Warranties of Stone Coast. Stone Coast represents and warrants to the Client that:
(i) It is duly organized and existing in good standing under the laws of its jurisdiction;
(ii) It is empowered to enter into this Agreement and perform its duties and obligations under this Agreement;
(iii) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties and obligations under this Agreement;
(iv) It has the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and
(v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Stone Coast, enforceable against Stone Coast in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
(b) Representations and Warranties of Client(s) and Manager. The Client and the Manager individually represent and warrant to Stone Coast that:
(i) It is duly organized and existing and in good standing under the laws of its jurisdiction;
(ii) It is empowered to enter into this Agreement and perform its duties under this Agreement;
(iii) All requisite corporate or similar proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement;
(iv) It is in compliance with all applicable laws and regulations, and any currently ongoing regulatory investigation, enforcement action or litigation involving the Client and/or the Manager which might materially impact the Client, the Manager or Interestholders has been disclosed to Stone Coast;
(v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
Representations and Warranties Certain Covenants. Borrower hereby represents and warrants (which representations and warranties likewise shall be deemed to have been renewed by Borrower upon each Borrowing under the Credit Agreement) that:
(i) Borrower has the complete and unconditional authority to pledge the Pledged Collateral;
(ii) Borrower holds the Pledged Collateral free and clear of any and all liens, charges, encumbrances and security interests thereon (other than in favor of the Agent) and has good right, title and legal authority to pledge the Pledged Collateral in the manner contemplated herein; (iii) all membership interests or stock now owned or hereafter owned by Borrower and constituting or which will constitute Pledged Collateral hereunder is, or will be on date of pledge thereof, validly issued, fully paid and non-assessable; and (iv) no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (1) for the pledge by Borrower of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Borrower or (2) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with the exercise of such rights or remedies by laws affecting the voting, offering and sale of securities generally).
Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below).
(b) Pledgor covenants that:
(i) except for the Security Interest granted hereby and the security interests permitted under or otherwise contemplated hereby ("Permitted Encumbrances"), Pledgor will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Pledged Collateral, and will defend the Pledged Collateral against, and take such action as is necessary to remove, any such lien, and will defend the Security Interest against the claims and demands of all persons; and
(ii) Pledgor shall advise the Secured Party promptly, in reasonable detail, of any lien or claim made or asserted against any of the Pledged Collateral; and of the occurrence of any other event which would have a material adverse effect on the enforceability of the Security Interest created hereunder.
(c) Pledgor may, upon thirty (30) days prior notice to Secured Party, transfer a part of the Pledged Collateral to one or more persons if: (i) the person(s) acquiring such Pledged Collateral grant(s) to the Secured Party a pledge of such Pledged Collateral, on terms and conditions reasonably acceptable to the Secured Party; (ii) the ownership of such Pledged Collateral by such person(s) would not cause Pledgor to breach any of his covenants set forth herein or cause any Event of Default (or event that with giving of notice, lapse of time or both could constitute an Event of Default); and (iii) each such person is otherwise reasonably acceptable to the Secured Party. Pledgor shall not otherwise transfer, or consent to the transfer of, any of the Pledged Collateral.
Representations and Warranties Certain Covenants. The Assignor represents and warrants that:
Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below) and 2 3 hereby agrees to be bound by the terms of the Plan as if such Plan were made a part of this Agreement.
Representations and Warranties Certain Covenants. (a) Each Investor hereby represents and warrants with respect to itself that (a) it has all limited partnership, corporate or other organizational power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by such Investor has been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action by it, and no other proceedings or actions on the part of it are necessary therefor; (c) the execution, delivery and performance by it of this letter agreement do not and will not (i) violate the organizational documents of any Investor or any rule of Law or (ii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any material contract to which it is a party, (d) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement; (e) its Maximum Investor Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; (f) it has and, until termination of this letter agreement in accordance with the terms hereof, will have uncalled capital commitments or otherwise has and will have available funds in excess of the sum of its Maximum Investor Commitment and the aggregate amount of all other commitments and obligations it currently has outstanding; and (g) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof 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 in connection with the execution, delivery or performance of this letter agreement.
(b) Each Investor hereby agrees to be bound by and comply with the obligations, covenants, terms, conditions and undertakings contained in third, fifth and sixth sentences of Section 5.8(c) of the Merger Agreement to the extent such obligations, covenants, terms, conditions ...
Representations and Warranties Certain Covenants. VisionMaker hereby represents, warrants and covenants that VisionMaker is free to enter into this Agreement and VisionMaker is not and will not be subject to any conflicting agreements. If at any time the VisionMaker is or becomes aware of any real or potential conflict of interest between VisionMaker’s obligations under this Agreement and any other circumstance, VisionMaker shall promptly (and in no event later than three (3) business days after becoming aware of same) notify FFP in writing setting out in detail the circumstances of that conflict. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7 AND IN SECTION 9(a), VISIONMAKER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND. ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
Representations and Warranties Certain Covenants. (a) Stockholder hereby represents and warrants that he is the legal and equitable owner of the Restricted Shares free and clear of all liens, charges, encumbrances and security interests of every kind and nature.
(b) Stockholder covenants that:
(i) Stockholder will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Restricted Shares, and will defend the Restricted Shares against, and take such action as is necessary to remove, any such lien; and
(ii) Stockholder shall advise the Company promptly, in reasonable detail, of any lien or claim made or asserted against any of the Restricted Shares.
Representations and Warranties Certain Covenants. 6 7.1 Contributor....................................................................................6 (a) Title.................................................................................6 (b) Contributor's Deliveries..............................................................7 (c) Defaults..............................................................................7 (d) Contracts.............................................................................7 (e) Physical Condition....................................................................7 (f) Employees.............................................................................7 (g) Compliance with Laws and Codes........................................................8 (h) Litigation............................................................................8 (i) Insurance.............................................................................8 (j) Re-Zoning; Zoning.....................................................................8 (k) Authority of Contributor..............................................................9 (l) Real Estate Taxes.....................................................................9 (m) Taxes.................................................................................9 (n) Easements and Other Agreements........................................................9 (o) [intentionally deleted]...............................................................9 (p) FIRPTA...............................................................................10 (q) Existing Mortgage....................................................................10 (r) Condemnation.........................................................................10 (s) Disclosure...........................................................................10 (t) Organization and Ownership...........................................................10 7.2 The REIT......................................................................................11 (a) Existence and Power..................................................................11 (b) Notice of Violations.................................................................11 (c) REIT Qualification...................................................................11 (d) Authorization........................................................................11 (e) Pending Actions........................................................................
