Representations and Warranties of ADOT Sample Clauses

Representations and Warranties of ADOT. 12 ADOT makes the representations, warranties and covenants set forth in this 13 Section 2.4. 14 (a) As of the Effective Date, ADOT has full power, right and 15 authority to execute, deliver and perform its obligations under, in accordance with and 16 subject to the terms and conditions of the Contract Documents to which it is a Party. 17 (b) Each Person executing on behalf of ADOT, the Contract 18 Documents to which ADOT is a Party, has been or at the time of execution will be duly 19 authorized to execute each such document on behalf of ADOT. 20 (c) As of the Effective Date, there is no action, suit, proceeding, 21 investigation or litigation pending and served on ADOT which challenges ADOT’s 22 authority to execute, deliver or perform, or the validity or enforceability of, the Contract 23 Documents to which ADOT is a Party, or which challenges the authority of the officials 24 executing the Contract Documents; provided, however, that no such representation is 25 made regarding the existence or effect of litigation regarding compliance with NEPA or 26 other laws identified in the Federal Highway Administration Record of Decision for the 27 Project dated March 5, 2015.
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Representations and Warranties of ADOT. 30 ADOT makes the representations, warranties, and covenants set forth in this 31 Section 2.4. 32 2.4.1 As of the Effective Date, ADOT has full power, right, and authority to 33 execute, deliver, and perform its obligations under, in accordance with and subject to the 34 terms and conditions of the Contract Documents to which it is a Party. 35 2.4.2 Each Person executing this Agreement on behalf of ADOT and the Contract 36 Documents to which ADOT is a Party, has been or at the time of execution will be duly 37 authorized to execute each such document on behalf of ADOT. 38
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Representations and Warranties of ADOT. 7 ADOT makes the representations, warranties and covenants set forth in this 8 Section 2.4. 9 (a) 2.4.1 As of the Effective Date, ADOT has full power, right and authority to 11 terms and conditions of the Contract Documents to which it is a Party.
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Representations and Warranties of ADOT. ‌ 21 ADOT represents and warrants to Developer that: 22 ADOT has full power, right and authority to execute, deliver and perform its 23 obligations under, in accordance with and subject to the terms and conditions of the Contract 24 Documents to which it is a Party; 25 Each Person executing on behalf of ADOT the Contract Documents to which 26 ADOT is a Party has been or at the time of execution will be duly authorized to execute each such 27 document on behalf of ADOT; 28 The Section 404 MOA is in full force and effect as of the Effective Date, and ADOT 29 has designated the Project as a priority federal-aid highway project under the Section 404 MOA; 30 and 31 ADOT will not revoke or cancel the Section 404 MOA or the designation of the 32 Project as a priority federal-aid highway project under the Section 404 MOA, and absent 33 unforeseen circumstances ADOT intends to negotiate for renewal of the Section 404 MOA prior 34 to the expiration date stated therein. 35
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Representations and Warranties of ADOT. ADOT makes the representations, warranties and covenants set forth in this Section 2.4. (a) As of the Effective Date, ADOT has full power, right and authority to execute, deliver and perform its obligations under, in accordance with and subject to the terms and conditions of the Contract Documents to which it is a Party. (b) Each Person executing on behalf of ADOT, the Contract Documents to which ADOT is a Party, has been or at the time of execution will be duly authorized to execute each such document on behalf of ADOT. (c) As of the Effective Date, there is no action, suit, proceeding, investigation or litigation pending and served on ADOT which challenges ADOT’s authority to execute, deliver or perform, or the validity or enforceability of, the Contract Documents to which ADOT is a Party, or which challenges the authority of the officials executing the Contract Documents; provided, however, that no such representation is made regarding the existence or effect of litigation regarding compliance with NEPA or other laws identified in the Federal Highway Administration Record of Decision for the Project dated Xxxxx 0, 0000. (x) As of the Effective Date, each of the Contract Documents to which ADOT is (or will be) a party constitutes (or at the time of execution and delivery will constitute) the legal, valid and binding obligation of ADOT, enforceable against ADOT in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and to general principles of equity. (e) The execution and delivery by ADOT of this Agreement will not result, at the time of execution, in a default under any other agreement or instrument to which it is a party or by which it is bound. (f) The execution and delivery by ADOT of the Contract Documents and performance by ADOT of its obligations thereunder will not conflict with any Laws applicable to ADOT that are valid and in effect on the Effective Date; provided, however, that no such representation is made regarding the existence or effect of litigation regarding compliance with NEPA or other laws identified in the Federal Highway Administration Record of Decision for the Project dated March 5, 2015.
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Representations and Warranties of ADOT. 12 ADOT makes the representations, warranties and covenants set forth in this 13 Section 2.4.
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Representations and Warranties of ADOT. 7 ADOT makes the representations, warranties and covenants set forth in this Section 2.4. 8 (a) As of the Effective Date, ADOT has full power, right and authority 10 the terms and conditions of the Contract Documents to which it is a Party. 11 (b) Each Person executing on behalf of ADOT, the Contract 12 Documents to which ADOT is a Party, has been or at the time of execution will be duly 13 authorized to execute each such document on behalf of ADOT. 14 (c) As of the Effective Date, there is no action, suit, proceeding, 15 investigation or litigation pending and served on ADOT which challenges ADOT’s 16 authority to execute, deliver or perform, or the validity or enforceability of, the Contract 17 Documents to which ADOT is a Party, or which challenges the authority of the officials 18 executing the Contract Documents; provided, however, that no such representation is 19 made regarding the existence or effect of litigation regarding compliance with NEPA or 20 other laws identified in the Federal Highway Administration Record of Decision for the 21 Project dated March 5, 2015.
Sample 1
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Related to Representations and Warranties of ADOT

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • 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 Adviser The Adviser represents and warrants to the Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act; (b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption; (c) The Adviser is a business trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) The Form ADV of the Adviser previously provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (f) The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trust’s mutual fund series, including without limitation the Adviser’s entering into and performing this Agreement.

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

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

  • Representations and Warranties of Agent Agent represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Shareholder Servicing Agreement and to perform the services contemplated by this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the Apartment; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and Apartment and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the said Land, including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the Apartment to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

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