REPRESENTATIONS, WARRANTIES AND COVENANT. (GENERAL REPRESENTATIONS, WARRANTIES AND COVENANNTS)
14.1 Each Party hereby represents and warrants to the other Party that this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; and Compliance with Laws.
14.2 The Seller covenants with the Purchaser that it will obtain and during the term of this Agreement it will renew and maintain all permits, licenses and approvals required under Applicable Laws to be held in connection with development and construction of
14.3 The Purchaser covenants with the Seller that it will obtain and during the term of this Agreement it will renew and maintain all permits, licenses and approvals required under Applicable Laws to be held in connection with construction and operation of the Plant, all as contemplated by this Agreement and as otherwise required for the performance by the Purchaser of its obligations hereunder. The Purchaser shall promptly notify the Seller of any actual loss, revocation, termination, amendment or breach of any such permit, license or approval or any actual breach of any Applicable Laws related to performance of this Agreement.
14.4 The Seller shall take all action required under Applicable Laws in connection with the Sellers operations and activities under this Agreement, including without limitation compliance with any reporting or notice requirements under Applicable Laws relating to environmental matters.
14.5 The Purchaser shall take all action required under Applicable Laws in connection with the Purchasers operations and activities under this Agreement, including without limitation compliance with any reporting or notice requirement under Applicable Laws relating to environmental matters. Inspection
14.6 Each Party grants to the other (including its agents) in addition to the rights of the Parties pursuant to this Agreement, the right to visit such Party's facilities from time to time, upon reasonable notice and subject to the applicable rules and regulations of the facilities, to witness operations related to this Agreement and/or to carry out any rights or obligations under this Agreement. Indemnification
14.7 Purchaser agrees to defend, indemnify and hold harmless the seller and its affiliates and all officers...
REPRESENTATIONS, WARRANTIES AND COVENANT. 15.1 Each Party hereby represents and warrants to the other Party that this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity; and
REPRESENTATIONS, WARRANTIES AND COVENANT. The Pledgor acknowledges and agrees that the Secured Party is relying on the representations, warranties and covenants in the Loan Documents as a condition precedent to the Secured Party's extension of the Loan and that all such representations, warranties and covenants shall survive the execution and delivery of the Loan Documents, and any bankruptcy, insolvency or similar proceedings. The Pledgor hereby represents and warrants to the Secured Party and covenants for the benefit of the Secured Party as follows:
(a) The Pledgor is (and with respect to all Collateral acquired hereafter shall be) the sole legal and equitable owner of the Collateral free from any adverse claim, lien, security interest, encumbrance or other right, title or interest of any person, except for the security interest created hereby. The interest granted hereby in the Collateral is a first priority security interest. The Pledgor has the right and power to grant a security interest in the Collateral to the Secured Party without the consent of any other person, entity or governmental body, agency or authority of any kind, and the Pledgor shall at the Pledgor's expense defend the Collateral against all claims and demands of all persons at any time claiming the Collateral or any interest therein adverse to the Secured Party. So long as any Obligation to the Secured Party is outstanding, the Pledgor will not without the prior written consent of the Secured Party grant to any person a security interest in any of the Collateral or permit any lien or encumbrance to attach to any of the Collateral, or suffer or permit any levy or garnishment, or attachment to be made on any part of the Collateral, or permit any financing statement to reflect an interest in any part of the Collateral, except that of the Secured Party to be on file with respect thereto. The Collateral is freely assignable to the Secured Party. The capital stock of Intercallnet Teleservices, Inc. owned and pledged by Pledgor hereunder represents 100% of the total outstanding capital stock of Intercallnet Teleservices.
(b) Without the prior written consent of the Secured Party, the Pledgor shall not sell, transfer, assign, convey or otherwise dispose of its interest in the Collateral, nor enter into any contract or agreement to do so.
(c) The Pledgor shall execute, perform and deliver all documents and instruments as may be necessary to effectuate this Agreement, including without limitation the execution, performance and deliver...
REPRESENTATIONS, WARRANTIES AND COVENANT. For any and all purposes solely under this Italian Supplement, Section 3 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:
REPRESENTATIONS, WARRANTIES AND COVENANT. (1) The seller hereby represents and warrants to the purchaser that when signing this agreement: The information and statement about the assets, machines and equipment and affiliated facilities of Huludao Wonder Company provided by the seller are true and that no material facts have been misstated.
(2) The purchaser hereby represents and warrants to the seller that when signing this agreement the payment should be made according to this agreement.
(3) The seller should make the effort to cooperate with the related parties e.g. Bank and Business Administration Agencies or Tax Agencies at all levels to accelerate the operation of Huludao Wonder Company.
REPRESENTATIONS, WARRANTIES AND COVENANT. Section 4.1 Representations and Warranties of the ARC Funds 11 Section 4.2 Representations and Warranties of the Company 11
REPRESENTATIONS, WARRANTIES AND COVENANT. The Company represents and warrants to Prudential that, after giving effect hereto (a) each representation and warranty set forth in paragraph 8 of the Note Agreement is true and complete in all material respects as of the date of the execution and delivery of this letter agreement by the Company with the same effect as if made on such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and complete in all material respects as of such earlier date), (b) no Event of Default or Default exists, (c) each of the representations and warranties made by the Company, and, if applicable, any Subsidiary in the Credit Agreement is true and complete in all material respects as of the date of the execution and delivery of this letter agreement by the Company with the same effect as if made on such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and complete in all material respects as of such earlier date), (d) the Company has paid a fee of $145,000 to the Bank Agent and the Banks with respect to the amendment and consent referred to in clauses (iii) and (iv) of Section 4(a) below and the Company has not paid or agreed to pay, and the Company will not pay or agree to pay, any other fees or other consideration to any Person for or with respect to such amendment and consent, and (e) the Company has not paid or agreed to pay, and the Company will not pay or agree to pay, any fees or other consideration to any Person for or with respect to the consent referred to in clause (v) of Section 4(a) below.
REPRESENTATIONS, WARRANTIES AND COVENANT. The Senior Creditor and each of the Subordinated Lenders represents and warrants that (a) the execution, delivery and performance of this Subordination Agreement (i) has been duly authorized by all necessary corporate or company action, to the extent required, and (ii) does not require the consent or approval of any other person, (b) neither the execution nor the delivery of this Subordination Agreement nor fulfillment of or compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement or instrument (including, without limitation, any formation or governing documents) to which the Senior Creditor or any Subordinated Lender is now subject, (c) this Subordination Agreement constitutes a legal, valid and binding obligation of the Senior Creditor and each of the Subordinated Lenders, respectively enforceable against it in accordance with its terms. The Parent Borrower and the Subsidiary Borrower covenant and agree that none of the Subordinated Obligations is or will be subordinated to any other indebtedness of Parent Borrower or Subsidiary Borrower other than the Senior Obligation, unless otherwise agreed by the Subordinated Lenders.
REPRESENTATIONS, WARRANTIES AND COVENANT. The Guarantor represents and warrants to the Beneficiary, with respect to the matters set forth in Sections 3.01 through 3.05, and covenants to the Beneficiary as set forth in Section 3.06, that:
REPRESENTATIONS, WARRANTIES AND COVENANT. The two parties make the following representations, warranties and covenants and sign this agreement accordingly:
1. Party A is a legal enterprise validly established and continuously existing under the law of Japan. Party B is a legal enterprise validly established and continuously existing under the law of China. Both sides have the rights and capabilities to sign this agreement, and have obtained all the authorizations, permits and approvals from the relevant decision-making department in the enterprise required for this capital increase and expansion.
2. The obligations assumed by Party A and Party B in this agreement are legal and valid, and their performance will not conflict with other agreements obligations assumed by the parties, nor will they violate any existing laws, regulations, administrative regulations, and business rules of the Shanghai Equity Custody Trading Center and other policy requirements.
