Representations, Warranties and Agreement. 11.1 Client agrees not to engage in any conduct that is inconsistent with the policies and procedures of Administaff which are based on applicable laws, regulations or statutes.
11.2 Client agrees that Administaff will have no responsibility or liability for any losses or claims that arise as a result of Staff’s negligence, theft, embezzlement, or other unlawful or willful acts committed by Staff.
11.3 Client agrees to comply with all applicable Department of Transportation, Interstate Commerce Commission and Motor Carrier Act requirements and regulations if Client uses Staff to operate motor vehicles.
11.4 Client agrees to provide Administaff with a copy of any notice, complaint or charge of a government agency and/or legal action concerning (i) Client’s workplace; (ii) Client’s compliance with any laws, rules, regulations or ordinances relating to the workplace; or, (iii) any Staff within five (5) days of its becoming aware of such notice, complaint, charge or legal action via facsimile transmission to 281.348.3118 Attn: EEO Compliance.
11.5 Client agrees to notify Administaff in advance if it has executed a collective bargaining agreement, is in the process of negotiating a collective bargaining agreement, experiencing organizing activities, or has any employees represented by a union.
11.6 Client acknowledges that any and all group health plans maintained by Administaff may be amended, modified or terminated at any time by Administaff or its affiliates with notice to all affected participants and beneficiaries to the extent required by ERISA, and a copy of such notice shall be furnished to Client at the same time notice is furnished to participants and beneficiaries.
11.7 In the event Client files a voluntary petition under Title 11 of the United States Code, or in the event that an involuntary petition is filed against Client under Title II, all debts that the Client may owe to Administaff shall be considered “administrative expenses” within the meaning of II U.S.C. § 503 (b)(1)(A) and Administaff’s claim or claims for such administrative expenses shall be entitled to the priority specified in II U.S.C. § 507 (a) (1). Client further agrees to use every effort and cooperate with actions which will so classify these claims as administrative.
11.8 Client agrees to cooperate fully with Administaff in any investigation including, but not limited to, the defense of any employment-related claim, involving Staff whether such investigation or claim is initiate...
Representations, Warranties and Agreement. The undersigned represents and warrants to the Company and its officers, directors, employees, agents and controlling persons, and agrees with such persons, as follows:
a. The undersigned and his or her representative, if any, have been furnished all additional information relating to the Company, its business and financial condition, the offering of the Shares and any other matter set forth in the Prospectus which they have requested.
b. The undersigned agrees that the certificates evidencing the Shares being purchased by the undersigned shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: Sale, transfer or hypothecation of the shares represented by this certificate is restricted by the provisions of the Colorado cooperative association law and the Articles of Incorporation and Bylaws of Alliance Farms Cooperative Association (the "Company"), a copy of which provisions may be inspected at the principal offices of the Company, and all provisions of which are hereby incorporated by reference in this certificate. The undersigned agrees that the Shares or any of them shall be sold, pledged, assigned, hypothecated, or otherwise transferred (with or without consideration) (a "Transfer") only if such Transfer is permissible under the Colorado cooperative association law and the Company's Articles of Incorporation and Bylaws. The undersigned understands that the Company has not agreed to register the Shares for distribution in accordance with the provisions of certain applicable state securities law (the "State Acts"), that the Company is the only party who may register the Shares under certain State Acts and that the Company has not agreed to comply with any exemption under the State Acts for the resale of the Shares. The undersigned understands that there is and likely will be no market for the (Class A) Common Stock or Class B Common Stock of the Company and that the undersigned therefore may be unable to sell or dispose of the Shares.
c. The undersigned agrees that a stop transfer order shall be placed on the transfer books maintained with respect to the Shares which gives effect to the restrictive legend set forth in Section 3.b.
d. The undersigned understands that no federal or state agency has passed upon the Shares or upon the accuracy or adequacy of the Prospectus, or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Shares. The undersigned ...
Representations, Warranties and Agreement. (a) The representations and warranties of MASC set forth in this Agreement shall be true and complete in all material respects as of the Closing Date as though made at such time, and (b) MASC shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing.
Representations, Warranties and Agreement. Client agrees not to engage in any conduct that is inconsistent with the policies and procedures of Administaff which are based on applicable laws, regulations or statutes.
Representations, Warranties and Agreement. In order to induce the Banks to enter into this Agreement and to make the Loans provided for herein, the Company makes the following representations, warranties and agreements which shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans:
Representations, Warranties and Agreement. Each Guarantor represents and warrants to and agrees with the Bank as follows (which representations and warranties shall survive the execution and delivery of this Guaranty):
(a) This Guaranty is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles, but such limitations do not make such rights and remedies, taken as a whole, inadequate for the practical realization of the benefits thereof.
(b) The execution, delivery and performance of this Guaranty by such Guarantor do not violate any law, regulation, order, writ, injunction or decree of any court or governmental body, agency or other instrumentality applicable to such Guarantor, or result in a material breach of any of the terms, conditions or provisions of, or constitute a material default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the assets of such Guarantor pursuant to the terms of any mortgage, indenture, agreement or instrument to which such Guarantor is a party or by which he or any of its properties is bound.
(c) There are no actions, suits, proceedings, inquiries or investigations before or by any court, public board or body pending, or to a Guarantor's best knowledge, threatened against or affecting such Guarantor or which involve or might involve the validity or enforceability of this Guaranty or wherein an unfavorable decision, ruling or finding might have a material adverse affect on the properties, business or financial condition of such Guarantor or the transactions contemplated by this Guaranty.
(d) All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, all Governmental Authorities that are required in connection with the execution, delivery and performance by such Guarantor of this Guaranty have been duly obtained, given or taken and are in full force and effect.
Representations, Warranties and Agreement. (a) The representations and warranties of Nuway set forth in this Agreement shall be true and complete in all material respects as of the Closing Date as though made at such time, (b) Nuway shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing and (c) Antares shall have received a certificate to that effect signed by an authorized representative of Nuway.
Representations, Warranties and Agreement. (a) The representations and warranties of FDNI set forth in this Agreement shall be true and complete in all material respects as of the Closing Date as though made at such time, (b) FDNI shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing and (c) Mercury shall have received a certificate to that effect signed by an authorized representative of FDNI.
Representations, Warranties and Agreement. (a) The representations and warranties of GOLD RUSH set forth in this Agreement shall be true and complete in all material respects as of the Closing Date as though made at such time, (b) GOLD RUSH shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing and (c) EMAX shall have received a certificate to that effect signed by an authorized representative of GOLD RUSH.
Representations, Warranties and Agreement. Article XI., paragraph 11.5 shall be amended to read as follows:
