Representations and Warranties of AES Sample Clauses

Representations and Warranties of AES. AES hereby represents and warrants to Pennsy that the following are true and correct on and as of the date hereof, shall continue to be true and correct through the Closing Date, and shall survive the Closing: (a) There is no action, proceeding or investigation pending, or to the best of AES's knowledge threatened, against AES before and court or governmental department, commission, board, agency or instrumentality that would have a material adverse affect on AES's ability to perform its obligation when and as required hereunder. AES has no knowledge of any basis for any such action, proceeding investigation. (b) All requisite action (corporate or otherwise) has been taken by AES in connection with the entering into this Agreement and the instruments referenced herein, and the consummation of the transaction contemplated hereby. No consent of any creditor, shareholder, judicial or administrative body, governmental or quasi-governmental authority, or other party is required for the performance of AES' obligations hereunder. The individual(s) executing this Agreement and the instruments referenced herein on behalf of AES have the legal power, right, and actual authority to bind AES to the terms and conditions hereof and thereof. This Agreement and all documents required hereby to be executed by AES are and shall be valid, legally binding obligations of and enforceable against AES in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principals affecting or limiting the rights of contracting parties generally. (c) AES has received no written or oral notice of any violation of law, municipal ordinance or other governmental requirement affecting the Resco Property, or any portion thereof which has not yet been remedied or cured by AES. AES does not have knowledge that any governmental authority contemplates issuing such a notice or that any such violation exists. (d) AES has received no written or oral notice of any condemnation or eminent domain proceedings, or of negotiations for purchase in lieu of condemnation, relating to the Resco Property, or any portion thereof. AES does not have knowledge that any condemnation or eminent domain proceedings have been commenced or threatened in connection with the AES Property, or any portion hereof. (e) AES is not a party to any existing agreement, contract or commitment to sell, convey, let, assign, transfer, provide rights of fir...

Representations and Warranties of AES. (a) This Agreement has been duly authorized, executed and delivered by AES and constitutes a legal, valid and binding obligation of AES enforceable against AES in accordance with its terms. (b) AES has all requisite legal capacity, power and authority to enter into this Agreement and to take all actions required pursuant to this Agreement. (c) No third party has any interest in or right to any intellectual property developed or used by AES. (d) Until the Closing, AES will, and will cause its subsidiaries to, operate their business in the usual and ordinary course and consistent with past practice (including, without limitation, continuing to maintain levels of working capital and sales and marketing efforts), and will not permit any subsidiary to declare any dividend or other distribution, make any distribution, payment or repayment to any non-arm’s length party, enter into any non-arm's length contracts, issue any securities (including options or other convertible securities), make any bonus payments to or increase the compensation or benefits of any director, officer or employee, or incur or guarantee any debt or obligations, other than in the usual and ordinary course of business consistent with past practice or pursuant to existing contractual agreements which have been disclosed to BHR. (e) Until the close of the Transaction, AES will not, and will not permit any subsidiary to, acquire or agree to acquire by amalgamation, arrangement, merger or consolidation with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association of other business organization or division thereof or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of AES or its subsidiaries. (f) Until the close of the Transaction, except in the ordinary course of business and consistent with past practice, AES will not, and will not permit any subsidiary to, sell, lease, transfer, mortgage, encumber or otherwise dispose of any of their assets or cancel, release or assign any indebtedness or claim interest, license, lease, permit or right.

Representations and Warranties of AES. Section 4.1.

Representations and Warranties of AES. AES represents and warrants to Teletrak and Acquisition Sub as follows:

Representations and Warranties of AES. AES represents and warrants to Chigen as follows:

Representations and Warranties of AES. AES hereby represents and warrants to and for the benefit of the Borough as follows: