Representations of Service Providers Sample Clauses

Representations of Service Providers. The Company is issuing the Debt Conversion Shares to the order of the Service Providers in reliance upon the following representations made by each Service Provider: (a) Each of the Service Providers has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement and conversion of the Converted Debt have been duly approved by the Boards of Directors or other requisite authority of each Service Provider. (b) The execution, delivery and performance of the Agreement by each Service Provider and the consummation of the transactions contemplated hereby, will not, with or without the giving of notice or the passage of time or both: (a) violate the provisions of the corporate charter or bylaws of the Service Provider; or (b) violate any judgment, decree, order or award of any court binding upon any of the Service Providers or will not (c) otherwise prohibit the consummation of any of the transactions contemplated by this Agreement by litigation, statute, rule, regulation, executive order, decree, ruling or injunction enacted, entered, promulgated or endorsed by any governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby. (c) This Agreement constitutes the valid and legally binding obligations of each Service Provider and are enforceable against Service Providers in accordance with its respective terms. (d) The Debt Conversion Shares have not been, and may never be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act. Each Service Provided understands that the Debt Conversion Shares are and will be “restricted securities” under applicable United States federal and state securities laws. Each of Service Providers acknowledges that the Company has no obligation to register or qualify the Debt Conversion Shares for resale. Each Service Provider further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Debt Conversion Shares. No public market now exists for the securities of the Company, and no assurances have been given that a public market will ever exist for the Debt Conversion Shares.
Sample 1
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Representations of Service Providers. Services Holdings shall deliver to MF REIT at the Self-Management Closing representations and warranties in substantially the form attached hereto as Exhibit M to this Agreement (the “Service Provider Representation Letter”), which representations and warranties shall be true and correct in all respects as of the Self-Management Closing.
Sample 1

Related to Representations of Service Providers

  • Representations of Servicer The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.

  • Representations of Employee EMPLOYEE represents and warrants that EMPLOYEE has all right, power, authority and capacity, and is free to enter into this Agreement; that by doing so, EMPLOYEE will not violate or interfere with the rights of any other person or entity; and that EMPLOYEE is not subject to any contract, understanding or obligation that will or might prevent, interfere with or impair the performance of this Agreement by EMPLOYEE. EMPLOYEE shall indemnify and hold COMPANY harmless with respect to any losses, liabilities, demands, claims, fees, expenses, damages and costs (including attorneys' fees and court costs) resulting from or arising out of any claim or action based upon EMPLOYEE's entering into this Agreement.

  • Conditions of Service (1). The Dallas County Community College District Dual Credit program falls under Texas Higher Education Coordinating Board Rule 19 TAC §§ 4.81-4.85, “Dual Credit Partnerships Between Secondary Schools and Texas Public Institutions of Higher Education.” Services under this Agreement are limited exclusively to Dual Credit for a tuition scholarship for approved Dual Credit courses (Attachment B). For Dual Credit scholarship see 4.K.1 of this Agreement. (2). All students wishing to participate in the Dual Credit program by taking a course(s) described in Attachment B must: (a) Complete College application for admission to the College; (b). Clearly establish their residency classification;

  • Representations of Executive Executive represents and warrants to the Company that: (a) Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound; and (b) Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer.

  • REPRESENTATIONS OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement. (b) The Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order. (c) The Advisor shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act, and any other applicable state and/or self-regulatory organization regulations. (d) The Advisor shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with their approval of this Agreement.

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of the Adviser The Adviser represents, warrants and further covenants as follows:

  • Representations of Participant Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Limitations of Service When using the Services, you may experience technical or other difficulties. We will attempt to post alerts on our website to notify you of these interruptions in Service. We cannot assume responsibility for any technical or other difficulties or any resulting damages that you may incur. Some of the Services have qualification requirements, and we reserve the right to change the qualifications at any time without prior notice. We reserve the right to change, suspend or discontinue the Services, in whole or in part, or your use of the Services, in whole or in part, immediately and at any time without prior notice to you.

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