REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows (all references to "Subsidiary" and "Subsidiaries" in this paragraph 8 shall be deemed omitted if the Company has no Subsidiaries at the time the representations herein are made or repeated):
REPRESENTATIONS, COVENANTS AND WARRANTIES. 7.1 Contractor represents, covenants and warrants to EnviroSpark that:
(a) Contractor has the right to enter into this Agreement and to perform fully all of Contractor's obligations in this Agreement;
(b) Contractor’s entering into this Agreement with EnviroSpark and Contractor's performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Contractor is a party;
(c) Contractor has the required skill, experience, and qualifications to perform the Services, and has obtained and maintained all consents, licenses, permits, certificates and similar approvals required by applicable ordinance, regulation or law for it to perform the Services (collectively “Permits”);
(d) Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;
(e) Contractor shall perform the Services, and shall cause all approved Lower-Tier Subcontractors to perform the Services, in compliance with all applicable federal, state, and local laws and regulations, including (without limitation) occupational and workplace safety laws and regulations (including, without limitation, the Occupational Safety and Health Act of 1970, as amended, and the regulations promulgated thereunder, collectively referred to as “OSHA”) and the Immigration Reform and Control Act of 1986 as amended and regulations promulgated thereunder;
(f) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, create or permit to exist in the performance of Services any unsafe working environment that could lead to violations of applicable laws or regulations or to injury to persons, including (without limitation) by requiring its employees and contractors, and its approved Lower-Tier Subcontractors’ employees and contractors, to wear personal protective equipment as mandated by OSHA;
(g) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, provide or allow any Services to be performed by any employees, laborers, or subcontractors who have a history of criminal convictions or deferred-adjudication or who pose a potential threat or risk of injury to persons, whether EnviroSpark personnel, customers or others. Criminal history might include, but is not limited to, such crimes as assault, battery, rape, molestat...
REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby represents and warrants to Pledgee that (i) Pledgor is, and at all times prior to the payment and performance of the Obligations will be, the legal and beneficial owner of such Collateral; (ii) that the Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of Pledgor.
REPRESENTATIONS, COVENANTS AND WARRANTIES. 11.1 Either of the Parties represents, covenants and warrants to the other Party as follows:
11.1.1 It is a company lawfully established and duly existing;
11.1.2 It is qualified to conduct the transaction hereunder and such transaction is in line with its business scope;
11.1.3 It has full power to enter into this Agreement, and its authorized representative has obtained full authorization to execute this Agreement on behalf of it;
11.1.4 It has the ability to perform its obligations hereunder, and such performance will not violate any restrictions of legal documents binding upon it;
11.1.5 It is not subject to any liquidation, dissolution or bankruptcy procedures.
11.2 Party B covenants that during the valid term of this Agreement, Party B shall notify Party A of any change in Party B’s shareholding structure thirty days in advance.
11.3 Party B covenants that except as required for the works provided in this Agreement, Party B shall not use or copy the trademarks, signs or company names of Party A or its affiliates without Party A’s prior written consent.
11.4 Party B shall neither conduct, nor allow any third party to conduct any act or omission that is detrimental to Party A’s ownership of technology or any other intellectual property or any other rights of Party A.
REPRESENTATIONS, COVENANTS AND WARRANTIES. Representations, Covenants, and Warranties of the Landlord. The Landlord represents, covenants, and warrants as follows:
a. The Landlord is an incorporated municipality, duly and regularly created, incorporated, and existing as such within the State of Wyoming under the Constitution and laws of the State. The Landlord has fee simple title to the eighteen holes of the golf course and the real property used for the operation of the golf course, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized by law to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder. The Landlord has authorized and approved the execution and delivery of this Lease Agreement and other documents related to this transaction; and
b. The leasing of the existing golf course to the Tenant under the terms and conditions provided for in this Lease Agreement is necessary, convenient, and in furtherance of the Landlord’s governmental purposes, and is in the best interest of the citizens and inhabitants of the Landlord; and
c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as follows:
a. The Tenant is a Wyoming corporation duly organized and existing under the laws of the State of Wyoming. The Tenant has all necessary power to enter into this Lease Agreement, is possessed of full power to lease real and personal property, as lessor or lessee, and has duly authorized the execution and delivery of this Lease Agreement; and
b. The Tenant will not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and
c. To the knowledge of the Tenan...
REPRESENTATIONS, COVENANTS AND WARRANTIES. 22 8A. Organization ............................................. 22 8B.
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants to the Purchaser as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES. The Borrower represents, covenants and warrants as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES. Each Issuer represents, covenants and warrants as follows:
