Representations and Warranties of the Organization Sample Clauses

Representations and Warranties of the Organization. The Organization represents and warrants to NCC that: (a) it is a registered Canadian charity that is an approved recipient of ecological gifts under Environment Canada’s Ecological Gifts program; (b) it is proposing to secure Land located within a Natural Area Conservation Plan, or a NAWMP Priority Area, or an area defined by the Organization’s respective Conservation Planning Framework as approved per the Application Form. (c) the information contained in the Application Form was, when completed, and is now, accurate, true and complete and sets out fully all the facts necessary to enable NCC to make an informed decision to fund the project described therein (the “Project”); (d) it has the requisite power to own its assets and to carry on its activities as contemplated by this Agreement; (e) the execution and delivery of this Agreement by it, and the carrying out by it of all of the activities contemplated hereby, have been duly authorized by all requisite action of its Board of Trustees; (f) it has full power to execute and deliver this Agreement and to perform its obligations hereunder; (g) this Agreement constitutes a legally binding obligation of the Organization, enforceable against it in accordance with its terms, subject to enforcement of remedies to applicable bankruptcy, insolvency, reorganization and other laws affecting generally the enforcement of the rights of creditors and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies; (h) the execution and delivery of this Agreement and the performance by the Organization of its obligations hereunder will not, with or without the giving of notice or the passage of time or both: (i) violate the provisions of the Organization’s by-laws, any other corporate governance document subscribed to by the Organization or any resolution of its Board of Trustees; (ii) violate any judgement, decree, order or award of any court, government agency, regulatory authority or arbitrator made in respect of the Organization; or (iii) conflict with or result in the breach or termination of any material term or provision of, or constitute a default under or cause any acceleration under, any licence, permit, concession, franchise, indenture, mortgage, lease, equipment lease, contract, deed of trust or any other instrument or agreement by which it is bound; (i) (i) there are no actions, suits, investigations or other proceedings pending...
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Representations and Warranties of the Organization. The Organization hereby represents, warrants and covenants to XXX and BCGC as follows: (a) The Organization is a corporation incorporated under the laws of Ontario and has the power and authority to enter into and perform its obligations under this Agreement. (b) If any Authorized User will be accessing or using the Baycrest@Home Platform and/or the Baycrest@Home Content at or from any premises owned and/or operated by Organization, Organization shall provide suitable activity space and equipment at its own expense, which space and equipment must at all relevant times be safe, accessible, maintained, monitored and in proper working order for the purposes of using the Baycrest@Home Platform and/or Baycrest@Home Content.‌‌ (c) The Organization shall at all times maintain a high level of professional conduct and quality control, and comply with all applicable laws, regulations and standards of professional practice, in delivering and monitoring access and use of the Baycrest@Home Platform and/or Baycrest@Home Content by its Authorized Users, including, without limitation: (i) determining the appropriate screening and assessment process for potential users to ensure that they are able to participate safely in the Program before permitting them to be Authorized Users; (ii) determining the appropriate process to review and update Authorized Users’ health status throughout the Term to ensure that they continue to be able to participate safely; (iii) making Authorized Users or their lawful substitute decision makers fully aware of the medical risks, any potential serious consequences and comparative risks and benefits of using the Baycrest@Home Platform and Baycrest@Home Content; (iv) obtaining any necessary consents from Authorized Users or from their lawful substitute decision makers to use the Baycrest@Home Platform and Baycrest@Home Content; and (v) adopting and following procedures and protocols for emergency situations including for the provision of emergency medical attention.
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Representations and Warranties of the Organization. The Organization represents and warrants to NCC that: (a) it is a registered Canadian charity that is an approved recipient of ecological gifts under Environment and Climate Change Canada’s Ecological Gifts program; (b) the information contained in the Complete Application including the information set out in the Application attached as Schedule 1 is accurate, true and complete, and sets out fully all the facts necessary to enable NCC to make an informed decision to fund the project described therein (the “Project”); (c) it has full power to execute and deliver this Agreement and to perform its obligations hereunder;
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Related to Representations and Warranties of the Organization

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of the Fund The Fund represents and warrants to Price Associates that: 1. It is a corporation or business trust, as the case may be, duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be. 2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws and all required proceedings have been taken to authorize it to enter into and perform this Agreement.

  • Representations and Warranties of the Originator In order to induce the Company to enter into this Agreement and to make purchases hereunder, the Originator hereby makes, with respect to itself, the representations and warranties set forth in this Article V.

  • 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 the Company The Company represents and warrants to the Buyer that:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • Representations and Warranties of the Obligors Each Obligor makes the following representations and warranties to the Manager all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) Such Obligor is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) Such Obligor’s execution and delivery of, performance under, and compliance with this Agreement, will not violate such Obligor’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any agreement or other instrument to which it is a party or by which it is bound, except where such violation, breach or default in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor. (c) Such Obligor has the full power and authority to own its Tenant Site Assets, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Obligor, enforceable against such Obligor in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) Such Obligor is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, except such violation, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Obligor of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or that, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor. (g) No litigation is pending or, to the Obligor’s Knowledge, threatened against such Obligor that, if determined adversely to such Obligor, would prohibit such Obligor from entering into this Agreement or that, in such Obligor’s good faith and reasonable judgment, is reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • 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.

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