Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities la...
Representations, Warranties and Covenants. (a) Each Guarantor hereby represents and warrants as of the date first written above as follows:
(i) such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material Adverse Effect.
(ii) The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its properties.
(iii) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents).
(...
Representations, Warranties and Covenants. Each Pledgor represents, warrants and covenants as follows:
(i) Set forth on Exhibit B attached hereto is a complete and accurate list and description of all Pledged Units delivered by such Pledgor and such Pledgor is the sole holder of record and sole beneficial owner of the Pledged Units set forth opposite its name free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever, except in favor of the Pledgee. All other Collateral hereafter delivered by such Pledgor to the Pledgee will be held of record and beneficially owned by such Pledgor free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever, except in favor of the Pledgee.
(ii) With respect to each Pledgor which is an entity, the address of its chief executive office and principal place of business, and the location of its books and records relating to the Collateral, is set forth in Section 21 hereof. With respect to each Pledgor which is an individual, the addresses of its principal business is set forth in Section 21 hereof. No Pledgor will change said address or location, or merge or consolidate with any person or change its name, without at least 15 days' prior written notice to the Pledgee, and with respect to any such change in address or name or merger or consolidation, each Pledgor shall execute and deliver to the Pledgee such documents and take such actions as the Pledgee reasonably deems necessary to perfect and protect the Pledgee's security interests in and to the Collateral.
(iii) Such Pledgor will not create, incur, assume or permit to exist any security interest in the Collateral other than the security interest created pursuant to this Agreement or sell, transfer, assign, pledge or grant a security interest in the Collateral to any person other than the Pledgee.
(iv) The Collateral consisting of Partnership Interests are fully paid and are not subject to any options to purchase or similar rights of any kind of any person.
(v) Such Pledgor, if an entity, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its properties and to transact the business in which it is engaged.
(vi) Such Pledgor has the requisite power and authority and, if an individual, full legal right and capacity, to execute and deliver, and to perform its obligations under, th...
Representations, Warranties and Covenants. Each Pledgor represents, warrants and covenants as follows:
Representations, Warranties and Covenants. (a) Service Provider represents, warrants and covenants that it has and will continue to maintain necessary facilities, equipment and personnel to perform its services hereunder and to comply with applicable laws, rules and regulations including the maintenance and preservation of all required records and registrations.
(b) Each Party represents, warrants and covenants that (i) it has and will continue to maintain the requisite authority to enter into this Agreement and to perform its obligations hereunder and (ii) this Agreement constitutes the valid and legally binding obligation of such Party, enforceable against it in accordance with its terms and conditions.
(c) Each Party represents, warrants and covenants that (i) it possesses all permits, licenses or related government authorities to enter into this Agreement and perform its obligations hereunder and (ii) neither its entry into this Agreement nor its performance of its obligations hereunder will violate any statute, regulation, rule, injunction, order, ruling or restriction of any government, governmental agency or court to which it is or may become subject.
(d) Each Party represents and warrants that any “Nonpublic Personal Information”, as defined in the Securities and Exchange Commission’s Regulation S-P (“Regulation S-P”), or Part 40 of the Office of the Comptroller of the Currency Regulation (“OCC Regulation”), both promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the “Act”), disclosed hereunder is for the specific purpose of permitting Service Provider to perform the services set forth in this Agreement. Each party covenants that, with respect to such information, it will comply with the OCC Regulation or Regulation S-P and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement, to any other party, except to the extent necessary to carry out the services set forth in this Agreement or as otherwise permitted by OCC Regulation or Regulation S-P under the Act.
(e) Each Party represents, warrants and covenants that (i) it is a financial institution subject to the USA Patriot Act of 2001 and the Bank Secrecy Act of 1970 (collectively, the “AML Acts”), which require among other things, that financial institutions adopt compliance programs to guard against money laundering, and (ii) it is in compliance and will continue to comply with the AML Acts and any applicable anti-money laundering rules of self-regulatory organizations, including Rule 3011 of the ...
Representations, Warranties and Covenants. A. JPMDS represents and warrants that:
(i) It has the requisite authority to enter into this Agreement and to make the payments contemplated herein; and
(ii) That the payment to Financial Intermediary of any fees pursuant hereto is authorized under the Shareholder Servicing Agreement.
B. Financial Intermediary represents, warrants and agrees that:
(i) It has the requisite authority to enter into this Agreement and to perform the services contemplated herein;
(ii) The execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the valid and binding obligation of Financial Intermediary;
(iii) It currently does, and will, conduct its activities hereunder in material conformity with all applicable federal, state and industry laws or regulations and will disclose its receipt of fees hereunder to Customers (and, if required, will obtain their consent to such receipt) in accordance with applicable laws and regulations;
(iv) To the extent Shares are purchased by Customers through a defined contribution plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), the arrangements provided for in this Agreement will be disclosed to the Plan(s) through their representatives;
(v) Either (a) it is not a “fiduciary” with respect to the provision of the services contemplated herein to any Plan(s) as such term is defined in Section 3(21) of ERISA, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); or (b) its receipt of fees pursuant to this Agreement and the provision of the services contemplated herein to any Plan(s) will not constitute a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code;
(vi) That if it plans to participate in the DTCC’s Mutual Fund Settlement Entry and Registration Verification system (“Fund/SERV”), and/or in Networking, Financial Intermediary is a member of the DTCC or otherwise has access to Fund/SERV and it has executed and filed with the DTCC the standard Networking agreement;
(vii) The providing of its services set forth on Exhibit C hereof will in no event be primarily intended to result in the sale of Shares; and
(viii) It will maintain comprehensive general liability coverage and will carry a fidelity bond covering it and each of its employees and authorized agents...
Representations, Warranties and Covenants. Borrower represents, warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time ...
Representations, Warranties and Covenants. The Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business Combination.
Representations, Warranties and Covenants. (a) On the Effective Date, each Party represents and warrants to the other Party that:
(i) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;
(ii) 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 Applicable Laws;
(iii) This Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses;
(iv) There is not pending, or to its knowledge, threatened against it or, in the case of Seller, any of its Related Entities, any legal proceeding that could materially adversely affect its ability to perform under this Agreement;
(v) No Event of Default with respect to it has occurred and is continuing and no such event or circumstance will occur as a result of its entering into or performing its obligations under this Agreement;
(vi) It is acting for its own account, and its decision to enter into this Agreement is based upon its own judgment, not in reliance upon the advice or recommendations of the other Party and it is capable of assessing the merits of and understanding, and understands and accepts the terms, conditions and risks of this Agreement;
(vii) It has not relied on any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in deciding to enter into this Agreement; and
(viii) It has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to provide or receive the Power Product as contemplated by this Agreement.
(b) On the Effective Date:
(i) Each Party covenants to the other Party that, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and
(ii) If Section 1.02(a) provides that the Generating Facility is an Existing Qualifying Facility, then, Seller represents and warrants to Buyer that the Generating Facility qualifies as an Existing Qualifying Facility.
Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:
(a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally.
(b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.
(c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws).
(d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005.
(e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series ...
