Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) the transactions contemplated by this Agreement are within the Applicant’s corporate powers and have been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by the Applicant and constitutes a legal, valid and binding obligation of the Applicant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) the transactions contemplated by this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except (A) those required in the ordinary course of business of the Applicant in connection with the performance by the Applicant of its obligations of the covenants hereunder, other filings under securities laws, and filings, registrations consents or approvals in each case not required to be made or obtained by the date hereof, and (B) the filing by the Applicant of a Periodic Report on Form 8-K with respect to the transactions contemplated hereby, which filing will be made promptly following the execution and delivery of this Agreement, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, (iii) will not result in a material violation of or default under any indenture or other material agreement or instrument binding upon the Applicant or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Applicant or any of the Subsidiaries, and (iv) will not result in the creation or imposition of any material Liens on any material assets of the Applicant or any of the ...
Representations and Warranties of Applicant. Applicant represents and warrants that:-
(a) it is validly existing under the laws of the jurisdiction in which it is organised,
(b) its execution, delivery and performance of this Agreement are within its powers, have been duly authorised, do not contravene any contract binding on or affecting it or any of its properties, do not violate any applicable law or regulation, and (except for any notice, filing or other action to or by any governmental authority disclosed to Citibank in writing on or prior to the date of the Application) do not require any notice, filing or other action to or by any governmental authority,
(c) this Agreement represents its legal, valid and binding obligations and enforceable in accordance with its terms;
(d) none of Applicant nor any of its parents or subsidiaries, or any of their respective directors, officers or employees, or, to the knowledge of Applicant, after due and careful inquiry, any of their respective agents, Affiliates or representatives:-
(i) is a Sanctioned Person or conducts any business, activities or transactions of, with or involving a Sanctioned Person or a Sanctioned Jurisdiction;
(ii) will, directly or indirectly, use any part of any proceeds under this Agreement or lend, contribute or otherwise make available such proceeds: (a) to fund or facilitate any activities or business of or with any person that at the time of such funding or facilitation, is a Sanctioned Person, (b) to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction, (c) in any manner that would result in a violation by any person of Sanctions, or (d) in violation of applicable law or regulation (including Anti-Corruption Laws and Anti-Money Laundering Laws);
(iii) will otherwise perform this Agreement, or any activities, transactions or services contemplated by this Agreement in any manner that would result in a violation by any person of Sanctions or in violation of any applicable law or regulation (including Anti-Corruption Laws and Anti-Money Laundering Laws);
(e) Applicant and its parents and subsidiaries are conducting and will continue to conduct their respective operations and business (including its performance under this Agreement and any activities, transactions or services contemplated by this Agreement) in compliance with Anti-Money Laundering Laws and Anti-Corruption Laws;
(f) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Ap...
Representations and Warranties of Applicant. Applicant hereby represents and warrants as follows:
(a) Applicant has the requisite power and authority under its organizational documents to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transaction contemplated by this Agreement, and has taken any necessary action to authorize the execution and delivery of this Agreement, the performance of its obligations under this Agreement and the consummation of the transaction contemplated by this Agreement and is otherwise in material compliance with applicable Law.
(b) Applicant is not an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA or a “plan” as defined in Section 4975(e) (1) of the Code which is subject to Section 4975 of the Code, and the assets of Applicant do not constitute “plan assets” of one or more such plans for purposes of Title I of ERISA or Section 4975 of the Code.
(c) Applicant is not a “governmental plan” within the meaning of Section 3(32) of ERISA and transactions by or with Applicant are not subject to any laws regulating investments of and fiduciary obligations with respect to governmental plans.
(d) Applicant is not in violation of any Anti-Terrorism Laws, is not a Prohibited Person as defined under the Anti-Terrorism Laws and is not identified as a “specially designated national and blocked person” on the OFAC List.
(e) The Loan proceeds will not be used for any illegal purposes and no portion of the Property has been acquired with funds derived from illegal activities. To Applicant’s knowledge, no interest in Applicant has been acquired with funds derived from illegal activities.
(f) Applicant covenants and agrees to deliver to Lender any certification or other evidence requested from time to time by Lender in its sole discretion to confirm Applicant’s compliance with Anti-Terrorism Laws.
Representations and Warranties of Applicant. The Applicant represents and warrants in favour of NGen as follows:
(a) if the Applicant is a corporation, it is duly incorporated, amalgamated or continued, and existing, under the laws of the jurisdiction of its incorporation, amalgamation or continuance, and has all necessary corporate power and capacity to enter into and perform its obligations in respect of the project or initiative contemplated under the Application;
(b) the Applicant has taken all necessary action to authorize the execution and delivery by it of its obligations under the Application, and the project or initiative contemplated under the Application; and
(c) the performance of the obligations of the Applicant with respect to the project or initiative contemplated under the Application, do and will not breach or result in a default under (i) any of its constating documents; (ii) any applicable law to which it is subject; or (iii) any contract or covenant by which it is bound.
Representations and Warranties of Applicant. Each of the Applicants represents and warrants in favour of NGen as follows:
(a) if the Applicant is a corporation, it is duly incorporated, amalgamated or continued, and existing, under the laws of the jurisdiction of its incorporation, amalgamation or continuance, and has all necessary corporate power and capacity to enter into and perform its obligations in respect of the Project or Initiative contemplated under the Application;
(b) the Applicant has taken all necessary action to authorize the execution and delivery by it of its obligations under the Application, and the Project or Initiative contemplated under the Application;
(c) the performance of the obligations of the Applicant with respect to the Project or Initiative contemplated under the Application, do and will not breach or result in a default under (i) any of its constituting documents; (ii) any applicable law to which it is subject; or (iii) any contract or covenant by which it is bound;
(d) the Project is not a “designated project” or a “project” under the Impact Assessment Act (S.C. 2019, c. 28), and the Applicants will ensure that the Project does not become a “designated project” under the Impact Assessment Act; and
(e) the Applicant is in compliance with Sanctions; and neither the Applicant nor any of its officers or directors is a Designated Person; and the Applicant will conduct its business at all times in compliance with Sanctions. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the Government of Canada (under the Special Economic Measures Act (S.C. 1992, c.17) or otherwise). “Designated Person” means a person that is (i) designed under the Special Economic Measures Act, or (ii) listed on any other Sanctions-related list maintained by the Government of Canada, or (iii) listed on any other Sanctions-related list or is a “designated person” under any applicable Canadian law.
Representations and Warranties of Applicant. In connection with Applicant’s application for purchase of a Membership, Applicant hereby makes to the Club the representations and warranties contained in this Section 11. Applicant acknowledges and agrees that the Club is relying upon Applicant’s representations and warranties contained in this Section 11 with respect to compliance by the Club with applicable laws and with respect to other relevant matters. The Club considers each representation and warranty of Applicant contained in this Section 11 to be material, the breach of any of which by Applicant shall be deemed by the Club to be a material breach of this Agreement.
Representations and Warranties of Applicant. On the date hereof and on the date of any LC Event, Applicant makes to Goldman the representations and warranties set forth in Article III of the Credit Agreement with each reference therein to “this Agreement”, “hereunder”, “hereof” and words of like import referring to the Credit Agreement being deemed to be a reference to this Agreement and defined terms therein being deemed, mutatis mutandis, to be a reference to this Agreement and the corresponding defined terms herein.
Representations and Warranties of Applicant. The Applicant hereby represents that:
Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is validly existing and in good standing under the laws of the jurisdiction in which it is organized; (b) its execution, delivery and performance of this Agreement are within its powers, have been duly authorized, do not contravene any contract binding on or affecting it or any of its properties, do not violate any applicable law or regulation, and do not require any notice, filing or other action to or by any governmental authority; (c) this Agreement is valid and binding upon Applicant; (d) the financial Statements most recently received by Citibank from Applicant fairly present its financial condition in accordance with generally accepted accounting principles, there is no pending or threatened action which may materially adversely affect its financial condition or business or which purports to affect the validity or enforceability of this Agreement, the Credit or any transaction related to the Credit; and (e) neither the granting of any collateral security for the Obligations, nor the issuance of the Credit, nor the making of any payment thereunder or the use of any proceeds thereof, constitutes or will constitute, or be part of, a preferential or fraudulent transfer or conveyance to any one (including Citibank and the beneficiary of the Credit) under any applicable law, including Section 544, 547, 548 or 550 of the United States Bankruptcy Code. Each request by Applicant for a Credit shall constitute its representation and warranty that the foregoing statements are true and correct as if made on the date of such request.
Representations and Warranties of Applicant. Applicant, in consideration of becoming a Member of OIX and subject to OIX’s acceptance and execution of this Agreement, hereby represents and warrants to OIX as follows:
