Representations by All Parties Sample Clauses

Representations by All Parties. Each party hereto represents the following to the other party to this Agreement.
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Representations by All Parties. Each Party hereby represents and warrants to the other Parties that, as of the Effective Date:
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Representations by All Parties. Each party hereto represents the following to the other party to this Agreement. Legal Compliance. The parties hereto will use their best efforts to comply fully with all applicable laws and the rules of the National Association of Securities Dealers, Inc. (the "NASD"), the Securities and Exchange Commission (the "SEC"), and state securities administrators of the several states and various other jurisdictions applicable to each of them in regard to their activities under this Agreement which in any way effects the offer and sale of Units.
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Representations by All Parties. Each Party represents, warrants and agrees that it has thoroughly read and understood the terms of this Agreement; that it is executing this Agreement, including the releases contained herein, freely and voluntarily, and is doing so after obtaining and receiving advice thereon from its respective legal counsel or has knowingly, purposely and voluntarily declined to obtain and receive such legal advice; that it is executing this Agreement upon its best judgment and solely for the considerations described herein; and that all actions necessary to execute this Agreement have been taken. The making of a payment by the Company and the acceptance of a payment by Employee constitute further representations that the above representations continue to be accurate.
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Representations by All Parties. Each party represents in accordance with clause 23.1 or clause 23.2 (as applicable) that: it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation (and, if relevant under those laws, in good standing); it has the power to execute the Membership Agreement and any other documentation relating to the Membership Agreement to which it is a party, to deliver the Membership Agreement and any other document relating to the Membership Agreement that it is required by the Membership Agreement to deliver and to perform its obligations under the Membership Agreement and this agreement and has taken all necessary action to authorise that execution, delivery and performance; the execution, delivery and performance of the Membership Agreement and the performance of this agreement do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; all governmental and other licences, authorisations, permits, consents and other approvals (if any) that are required to enable the party to fulfil any of its obligations under the Membership Agreement and this agreement have been obtained and are in full force and effect and all conditions of any required authorisations have been complied with; its obligations under the Membership Agreement and this agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting creditors’ rights generally and subject as to enforceability to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); Deleted: 2014 Deleted: 20 March no Default Event or event which with notice and/or lapse of time would constitute a Default Event has occurred with respect to it and is continuing and no such event or circumstance would occur as a result of it entering into or performing its obligations under the Membership Agreement or this agreement; no litigation, arbitration or administrative suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency, official or arbitrator is pending, so far as it is aware, threatened against it which would, i...
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Representations by All Parties. Each Party other than SGG represents to the other Parties that:
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Related to Representations by All Parties

  • Representations and Warranties of All Parties Each Party represents and warrants to the other Party that (a) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any (i) term or condition of any agreement to which such person is a party or by which such Party may otherwise be bound or (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such Party.

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Representations and Warranties, Acknowledgments, and Agreements The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, Series #TICKER and the Manager as follows:

  • REPRESENTATIONS, COVENANTS AND WARRANTIES The Company represents, covenants and warrants as follows:

  • Representations and Warranties of Both Parties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

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