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Representations, Covenants, and Warranties of Company Sample Clauses

Representations, Covenants, and Warranties of Company. The Company represents, covenants, and warrants as follows: (a) The Company is a corporation duly incorporated and in good standing in the State of Delaware, is not in violation of any provision of its certificate of incorporation or its bylaws, has full corporate power to enter into this Agreement and has duly authorized the execution and delivery of this Agreement by proper corporate action. (b) The Plant is owned and operated by Mountaineer Coal Development Company (d/b/a Pier IX Terminal Company), a wholly-owned subsidiary of the Company, which subsidiary is duly incorporated in the State of West Virginia and is duly authorized to do business and is in good standing in the State. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts with or results in a breach of any material terms, conditions, or provisions of any material restriction or any material agreement or instrument to which the Company is now a party or by which the Company is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any material lien, charge, or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement. (d) There is no litigation or proceeding pending, or to the best of the knowledge of the Company threatened, against the Company or any other person materially adversely affecting in any manner whatsoever the right of the Company to execute this Agreement or the ability of the Company to make the payments required hereunder or to otherwise comply with the Company's obligations contained herein. (e) The proceeds from the sale of the Bonds will be used only for payment of refunding the 1987 Bonds and will not be used to provide working capital for the Company or any "related person" within the meaning of Section 147(a) of the Code. (f) The Company will not take or permit to be taken any action which would directly or indirectly cause interest on any of the Bonds to be included in gross income for federal income tax purposes (other than Bonds held by a "substantial user" of the Plant or a "related person" as such terms are used in Section 147(a) of the Code). (g) The Bonds will not be "federally guaranteed" as defined in Section 149(b) of the Code. (h) The statements, information, descriptions, estimates, and assumption...
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Representations, Covenants, and Warranties of Company. Company represents, covenants and warrants as follows:
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Representations, Covenants, and Warranties of Company. As an inducement to, and to obtain the reliance of NT Tech, except as set forth on the Schedules (as hereinafter defined), Company represents and warrants as follows:
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Representations, Covenants, and Warranties of Company. Company represents, warrants and covenants to Consultant that: a. It is a limited liability company organized and validly existing under the laws of the state of Delaware. b. It has obtained corporate authority to enter into this Agreement and the person executing this Agreement on behalf of Company has the necessary authority to sign the Agreement. c. It will comply with all applicable laws, rules and regulations related to its performance under this Agreement. d. By entering this Agreement, it is not in violation of any other agreement with any third party.
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Related to Representations, Covenants, and Warranties of Company

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

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholders as follows:

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

Most Referenced Clauses

Most Referenced Definitions