Representations by Winery Sample Clauses

Representations by Winery. (a) Grower, if a , is duly organized, validly existing and in good standing under the laws of the State of California. (b) Winery represents and warrants to Grower that Grower is the beneficiary of a producer’s lien pursuant to California Food &Agriculture Code §§55631 et seq. which attaches to the wine produced from the Grapes sold by Grower to Winery pursuant to this Agreement. The security interest in such wine collateral granted does not terminate such producer’s lien in favor of Grower which will continue to be in full force and effect until all indebtedness of Winery to Grower which may arise pursuant to this Agreement has been completely paid and, pursuant to California Food & Agriculture Code §55638, Winery may not sell or transfer such wine produced from Grapes purchased from Grower to any third party without using the sale proceeds to pay to Grower the amount due for the grapes so purchased. 11 11The Winery may want to represent that the grapes and the payments to the Grower have not been pledged or subordinated to others.
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Representations by Winery. (a) Grower, if a , is duly organized, validly existing and in good standing under the laws of the State of California. (b) Winery represents and warrants to Grower that Grower is the beneficiary of a producer’s lien pursuant to California Food &Agriculture Code §§55631 et seq. which attaches to the wine produced from the Grapes sold by Grower to Winery pursuant to this Agreement. The security interest in such wine collateral granted does not terminate such producer’s lien in favor of Grower which will continue to be in full force and effect until all indebtedness of Winery to Grower which may arise pursuant to this Agreement has been completely paid and, pursuant to California Food & Agriculture Code §55638, Winery may not sell or transfer such wine produced from Grapes purchased from Grower to any third party without using the sale proceeds to pay to Grower the amount due for the grapes so purchased. 11 11The Winery may want to represent that the grapes and the payments to the Grower have not been pledged or subordinated to others. The California Food and Agriculture Code provides for a statutory grower’s lien to attach to the grapes when they are transferred from the Grower to the Winery. The Department of Agriculture has enforcement powers it can exercise for the Grower, if necessary. The lien is only satisfied by payment and the lien attaches to the wine product from the grapes. Because this is a “statutory lien,” it does not require agreement of the parties and does not require the secured party to take any filing or notice actions. However, the only way for a Grower to enforce a grower’s lien is through judicial action, either an
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Related to Representations by Winery

  • 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.

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, 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 the Contractor (i) The Contractor represents and warrants to the Authority that:

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

  • Representations and Warranties of Contractor Contractor represents and warrants to the Owner that:

  • Representations and Warranties of the Concessionaire The Concessionaire represents and warrants to the Authority that:

  • Representations and Warranties of Developer Developer makes the following representations and warranties:

  • REPRESENTATIONS AND WARRANTIES OF LOCAL CHURCH The Local Church represents and warrants to the Annual Conference as of the date hereof and the Disaffiliation Date as follows:

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.

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