Representations and Warranties of the Recipient. The Recipient makes the following representations and warranties to IFAD as of the Effective Date and at all times during the Project Implementation Period: (i) the Recipient is duly organized and validly existing under the laws of the jurisdiction in which it is registered; (ii) it has the power and authority to receive the Grant proceeds and to execute and deliver the Agreement and discharge each of its obligations thereunder, and has taken all necessary corporate action to authorize such execution, delivery and discharge; (iii) neither the execution, delivery or performance of the Agreement by the Recipient, nor compliance with the terms and conditions thereof, will contravene any application of any law, regulation, court order or other legal norm to which the Recipient is subject; will conflict or be inconsistent with, or result in the breach of, any agreement or understanding to which the Recipient is a party; or will violate the constitutional documents of the Recipient; (iv) the Recipient is not insolvent and is not the subject of any bankruptcy, insolvency or other similar proceedings; (v) it has not engaged in Prohibited Practices with respect to the Grant; (vi) it has not engaged in any acts of Sexual Harassment, Sexual Exploitation and Abuse and (vii) no official or employee of IFAD has received any direct or indirect benefit in connection with the Grant. The signature of the Agreement by the Recipient constitutes (i) its consent to be bound thereby and (ii) an acknowledgement that the Agreement constitutes the legal, valid and binding obligation of the Recipient, enforceable in accordance with its terms.
Representations and Warranties of the Recipient. Except as Previously Disclosed, the Recipient represents and warrants to the Investor that as of the Signing Date and as of the Closing Date (or such other date specified herein):
Representations and Warranties of the Recipient. Recipient represents and warrants to the Company each of the following matters:
Representations and Warranties of the Recipient. In connection with the grant of the Profits Interest Units pursuant to the Agreement, the Recipient hereby represents and warrants to the Partnership that:
Representations and Warranties of the Recipient. The Recipient hereby represents and warrants with respect to the RSUs granted pursuant to this Agreement, as of the date hereof, as follows:
Representations and Warranties of the Recipient. The Recipient represents and warrants that:
Representations and Warranties of the Recipient. As of the date set forth on the cover page, the Recipient represents and warrants as follows:
(a) The Project description stated in Exhibit A is an accurate description of the scope of activities to be funded, in whole or in part, with the funding provided under this Agreement.
(b) The Estimated Project Costs as shown in Exhibit C represent a reasonable estimate of the costs actually incurred or expected to be incurred for the Project.
(c) All documentation and information provided to the Corporation in connection with this Agreement is accurate in all respects and the Recipient acknowledges that the Corporation is executing this Agreement and providing funding in reliance upon the accuracy of such documentation and information.
(d) The Recipient has obtained all necessary approvals required to undertake the Project. The Recipient further represents that to the extent required it has complied with the State Environmental Quality Review Act, Section 14.09 of the State Historic Preservation Act, and all other applicable federal, state and local laws, ordinances and regulations.
Representations and Warranties of the Recipient. The Recipient hereby represents and warrants to the Partnership as of the date of this Agreement as follows:
(a) The Recipient’s domicile is . All discussions related to this Agreement and the Award Units, and the offer and acceptance of this Agreement and the Award Units granted hereunder, occurred in the State of New York.
(b) The Recipient qualifies as an Accredited Investor under the Securities Act.
(c) The Recipient has such knowledge and experience in financial and business matters that the Recipient is capable of evaluating the merits and risks of the investment to be made by Recipient hereunder. The Recipient understands and has taken cognizance of all the risk factors related to the investment in the Award Units.
(d) The Recipient is acquiring the Award Units for the Recipient’s own account for investment and not with any view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.
(e) The Recipient understands that (i) the Award Units have not been registered under the Securities Act or applicable state securities laws, in reliance on exemptions from registration under the Securities Act and applicable state securities laws and (ii) no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement, of the Award Units.
(f) The Recipient acknowledges and agrees that (i) except as expressly provided for in this Agreement, no representations or warranties have been made to the Recipient by the Partnership, the General Partner, any other Limited Partner, any officer, agent, employee or Affiliate of the Partnership, or any other Persons with respect to the Recipient’s investment in the Award Units, (ii) other than this Agreement and the LPA, there are no agreements, contracts, understandings or commitments between the Recipient on the one hand and the Partnership, the General Partner, any other Limited Partner, any officer, agent, employee or Affiliate of the Partnership on the other hand, with respect to the Recipient’s investment in the Award Units, (iii) in entering into this transaction the Recipient is not relying upon any information, other than that contained in the LPA, this Agreement and the results of the Recipient’s own independent investigation, (iv) the Recipient’s financial situation is such that the Recipient can afford to hold the Award Units for an indefinite period of time, has adequate means for ...
Representations and Warranties of the Recipient. In connection with the termination of the Warrant Documents, the Recipient represents and warrants to the Company as of the date hereof as follows:
Representations and Warranties of the Recipient. The Recipient represents and warrants to MMDF that:
(a) all materials and information that have been, and will be, provided by the Recipient to MMDF in connection with this Agreement, are true, accurate and do not omit any material facts;
(b) it is an eligible recipient for support, under the Fund, because it is:
(i) a municipal or regional government established by or under provincial statute;
(ii) a private sector body, including for-profit organizations and not-for-profit organizations, and, if incorporated, it is incorporated or registered under The Corporations Act (Manitoba), to conduct business in Manitoba; or
(iii) an Indigenous organization or community, as represented by its leadership;
(c) it will abide by the Fund Policies in the performance of its obligations under this Agreement.
