Representations; Covenants. (a) Seller and Guarantor, and with respect to Exhibit D, Seller, hereby make, and on and as of the Purchase Date of any Transaction and on and as of each date thereafter through the related Repurchase Date shall be deemed to have made, the representations and warranties to Buyer set forth in Exhibit A and Exhibit D hereto. The representations and warranties set forth herein shall survive transfer of the Purchased Securities to the Buyer and shall continue until the Agreement has terminated and Seller has paid all Obligations owed to Buyer hereunder. In the event Buyer engages in a repurchase transaction with any of the Purchased Securities or otherwise pledges or hypothecates any of the Purchased Securities, Buyer shall have the right to assign to Buyer's counterparty any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securities that are subject to such repurchase transaction; provided, however, that any such repurchase transaction, pledge or hypothecation shall not diminish or impair the obligation of the Buyer to reconvey the Securities to the Seller in accordance herewith. In addition, in connection with a sale or transfer of the Purchased Securities by Buyer following an Event of Default, Buyer shall have the right to assign to such assignee or purchaser any or all of the representations and warranties in Exhibit D as they relate to the Purchased Securities.
(b) In addition to the indemnification provided to Buyer under this Agreement, Seller and Guarantor agree to, and shall, indemnify Buyer, such subsequent purchasers and their respective Affiliates, officers, directors, partners, employees, representatives and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, judgments, penalties, suits, actions, costs, disbursements or expenses (including, but not limited to, attorneys" fees and expenses) asserted against or incurred by any of them as a result of, or arising out of, or in any way related to any breach by Seller of such representations or warranties in Exhibit A and Exhibit D.
Representations; Covenants. (i) Each of the representations and warranties made by the Investor herein (including representations and warranties made in any schedule attached hereto, as applicable) shall be accurate in all material respects as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing.
(ii) All covenants, agreements and conditions of the Investor contained in this Agreement to be completed prior to the Time of Closing shall have been performed or completed in all material respects by the Investor.
Representations; Covenants. 1Operator operates the Facility. Operator has granted or will grant a security interest in its Accounts and certain other assets to FHA Lender and HUD (collectively, the “Senior Secured Parties”) pursuant to the Operator Security Agreement in connection with one or more FHA-Insured Loans provided to Owner.
Representations; Covenants. (a) The Company agrees to indemnify and hold Baylor, its Affiliates and its respective officers, trustees, directors, employees, agents and representatives, harmless from any liabilities, costs and expenses including attorney’s fees and expenses), obligations to any third party or causes of action by any third party arising out of or related to any breach of the representations, warranties, covenants and agreements made by the Company herein.
(b) Baylor agrees to indemnify and hold the Company, its Affiliates and their respective officers, trustees, directors, employees, agents and representatives, harmless from any liabilities, costs and expenses (including attorney’s fees and expenses), obligations to any third party or causes of action by any third party arising out of or related to any breach of the representations, warranties, covenants and agreements made by Baylor herein.
Representations; Covenants. The Executive represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which the Executive is bound, (b) the Executive is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement or any other agreement that conflicts with or inhibits this Agreement or any other agreement between the Executive and the Company, (c) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement shall be the valid and binding obligation of the Executive, enforceable in accordance with its terms and (d) the Executive has all licenses, consents and permits required by applicable laws, rules or regulations to perform the duties required of the Executive hereunder. The Executive agrees that the Executive will comply with all applicable laws, rules and regulations (including without limitation obtaining and maintaining any required licenses, consents or permits) in the performance of the Executive’s duties under this Agreement and with the Code of Conduct and other policies and procedures of the Company as in effect from time to time.
Representations; Covenants. All representations shall be true as of the Closing and all such representations shall survive the Closing for a period of one year except as otherwise set forth in Article VI (Remedies). All covenants shall survive indefinitely.
Representations; Covenants. 16.1 Distributor hereby represents and warrants to Supplier that, as of the Effective Date: (a) it is qualified and permitted to enter into this Agreement and that the terms of this Agreement do not conflict with and are not inconsistent with any other of its contractual obligations; (b) it is validly existing and in good standing under the laws of the United States, and has all necessary corporate power to perform its obligations under this Agreement and its financial resources are sufficient to enable it to perform all of its obligations under this Agreement; and (c) it has sufficient personnel and capacity to perform its obligations under this Agreement.
16.2 Supplier represents and warrants to Distributor that it has all requisite corporate power and authority to enter into this Agreement. Supplier is qualified and permitted to enter into this Agreement and that the terms of this Agreement do not conflict with and are not inconsistent with any other of its contractual obligations.
16.3 Distributor hereby covenants that Distributor: (a) shall store the Products in accordance with all Applicable Laws; (b) shall distribute and ship the Products within the Territory in accordance with all Applicable Law; (c) shall not sell any Product with an expired shelf life, and shall dispose of any such expired Product in accordance with all Applicable Law; (d) shall not adulterate or misbrand Products, or engage in any activity that could or does render Products adulterated or misbranded; and (e) shall maintain all necessary records for compliance with the terms of this Agreement and all Applicable Laws.
Representations; Covenants. The representations and warranties of Sellers contained in this Agreement shall be true and correct when made and as of the Closing Date and Sellers shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date.
Representations; Covenants. (a) Guarantor represents and warrants to Xxxx that (i) Guarantor is a limited liability company duly organized, validly existing and in good standing under the law of the jurisdiction of its organization, and has all requisite power and authority to own its assets and carry on its business and to execute, deliver and perform its obligations under this Guaranty; (ii) the execution, delivery and performance by Guarantor of this Guaranty have been duly authorized by all necessary corporate action of Guarantor, and do not and will not result in a breach of or constitute a default under any material agreement, lease or instrument to which Guarantor is a party or by which it or its properties may be bound or affected, or violate any provision of any law, statute, rule, regulation, order, writ, judgment, injunction, decree or the like binding on or affecting Guarantor; (iii) this Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, 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); and (iv) no authorization, consent, approval, license, exemption of, or filing or registration with, any ny-2098580 governmental agency or authority is required for the due execution, delivery or performance by Guarantor of this Guaranty.
(b) So long as this Guaranty shall be in effect, Guarantor (i) will not merge with or consolidate into or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, except that Guarantor may merge with or consolidate into any other Person or sell, transfer, lease or otherwise dispose of all or substantially all of its assets to another Person, provided that the surviving entity or such Person shall expressly assume by an amendment hereto (or, if applicable, by operation of law) all of the obligations of Guarantor hereunder and no default exists; and (ii) will execute, acknowledge, deliver, file, notarize and register at its own expense all such further agreements, instruments, certificates, documents and assurances and perform such acts as Xxxx shall reasonably deem necessary or appropriate to effectuate the purposes of this Guaranty.
Representations; Covenants. Each of the representations and warranties of Buyer contained in this Agreement shall be true in all material respects when made and as of the Closing Date, in each case with the same effect as though such representations and warranties had been made on and as of the Closing Date (except that representations and warranties that are made as of a specific date need be true in all material respects only as of such date); each of the covenants and agreements of Buyer to be performed on or prior to the Closing Date shall have been duly performed in all material respects; and Seller shall have received at the Closing certificates to the foregoing effect, dated as of the Closing Date and executed on behalf of Buyer.
