REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADIRA Sample Clauses

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADIRA. 23 4.1 Representations, Warranties and Covenants of Adira 23 4.2 Survival of Adira¶s Representations and Warranties 33
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADIRA. 23 4.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADIRA 23 4.2 SURVIVAL OF ADIRA’S REPRESENTATIONS AND WARRANTIES 33 ARTICLE 5 CONDITIONS TO OBLIGATION TO CLOSE 33 5.1 CONDITIONS TO THE OBLIGATIONS OF ADIRA 33 5.2 CONDITIONS TO THE OBLIGATIONS OF SMAART 34 5.3 RESCISSION AND TERMINATION 36 ARTICLE 6 COVENANTS 37 6.1 FILINGS 37 6.2 SMAART INDEMNITY 38 6.3 ADIRA INDEMNITY 38 6.4 NOTICE OF CLAIM 39 6.5 DIRECT CLAIMS 39 6.6 THIRD PARTY CLAIMS 39 6.7 SETTLEMENT OF THIRD PARTY CLAIMS 40 6.8 COOPERATION 40 6.12 TAX INFORMATION 40 6.13 TAX ASSESSMENTS 40 6.14 CUMULATIVE RIGHTS 41 ARTICLE 7 CLOSING 41 7.1 CLOSING AND CLOSING DATE 41 ARTICLE 8 RECORDS 41 8.1 ACCESS TO PREMISES AND RECORDS OF SMAART 41 8.2 ACCESS TO PREMISES AND RECORDS OF ADIRA 41 ARTICLE 9 INTERIM OPERATIONS 42 9.1 SMAART CARRYING ON BUSINESS TO CLOSING 42 9.2 ADIRA’S ACTIVITIES TO CLOSING 43 9.3 TRANSACTION DOCUMENTS 44 ARTICLE 10 GENERAL 44 10.1 EXPENSES 44 10.2 DOCUMENTS AND INFORMATION CONFIDENTIAL 44 10.3 TIME OF THE ESSENCE 44 10.4 GOVERNING LAW 44 10.5 PUBLIC ANNOUNCEMENT 45 10.6 NOTICES 45 10.7 ENUREMENT 46 10.8 FURTHER ASSURANCES 46 10.9 REGULATORY APPROVAL 46
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADIRA. (1) Adira hereby represents and warrants to SMAART as follows, and confirms that where a representation and warranty contained herein is stated to be made in accordance with the knowledge of Adira, such representation and warranty shall be deemed to be made pursuant to the actual knowledge of Xxxx Xxxxx in his position of Chief Executive Officer of the Corporation. Adira confirms that SMAART are entitled to rely upon the accuracy of each of such representations and warranties in connection with the exchange of the SMAART Shares for the Exchanged Shares and the completion of the other transactions hereunder:
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Related to REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADIRA

  • Representations Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

  • Representations, Warranties and Covenants of Recipient Recipient represents, warrants and covenants for the benefit of the Grantor as follows:

  • Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and agrees that:

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • BUYER’S WARRANTIES, REPRESENTATIONS AND COVENANTS Buyer: (i) if an entity, is a lawfully constituted entity, duly organized, validly existing, and in good standing under the laws of New Hampshire or another state; (ii) has the authority and power to enter into this Agreement and to consummate the transactions contemplated herein; and (iii) upon execution hereof will be legally obligated to Seller in accordance with the terms and provisions of this Agreement.

  • Representations, Warranties and Additional Covenants Contractor represents and warrants to Mercy Corps and covenants with Mercy Corps as follows. Contractor has full rights and authority to enter into and perform its obligations under this Agreement. Contractor’s performance will not violate any agreement or obligation between Contractor and any third party. Contractor has the requisite skills to perform the Services in accordance with this Agreement. Contractor possesses all governmental and other certifications and licenses necessary to perform the Services in accordance with this Agreement. Performance by Contractor of its obligations under this Agreement will not infringe on any patent, copyright, trademark, trade secret or other proprietary right of any third party. Contractor will comply with all applicable law, regulations and rules in the performance of its obligations under this Agreement. Contractor has not, and will not, engage in transactions with, or provide resources or support to, individuals and organizations associated with terrorism, including those individuals or entities that appear on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury (xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx) or the United Nations Security designation list (xxxx://xxx.xx.xxx/sc/committees/1267/aq_sanctions_list.shtml). Contractor will comply with and train its employees in all applicable laws against bribery, corruption, inaccurate books and records, inadequate internal controls and money-laundering, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Contractor has not and will not offer or give any employee, agent, or representative of Mercy Corps anything of value to secure any business from Mercy Corps or influence such person to alter the terms, conditions, or performance of any contract with or purchase order from Mercy Corps, including but not limited to this Agreement. Contractor, including its owners or employees, does not own, directly or indirectly, any other company that was competing for award of this Agreement or any TO. Contractor did not seek or obtain confidential information related to the award of this Agreement or any TO from any Mercy Corps employee, agent or representative. Contractor did not collude or conspire with any other individual or entity to limit competition for the award of this Agreement or any TO, to set prices being offered or in any other way to interfere with free and open competition. Contractor is not owned in whole or in part, directly or indirectly, by any immediate or extended family member of any Mercy Corps employee, agent or representative, or, if so owned, Contractor fully disclosed such relationship and any potential conflict of interest has been waived, in writing, by Mercy Corps. Contractor has not engaged in, and will not engage in, any of the following conduct: (A) trafficking in persons (as defined in the Protocol to Prevent, Suppress, and Punish Trafficking in Persons, especially Women and Children, supplementing the UN Convention against Transnational Organized Crime); (B) procuring a commercial sex act; or (C) using forced labor. Contractor is not the subject or any governmental or donor investigation and has not been debarred or suspended by any government, governmental agency or donor. Independent Contractor. The parties intend to be independent contractors. Contractor will be solely responsible for and have control over the means, methods, techniques, personnel and procedures for performing the Services. Neither party will be deemed an agent or partner of the other party.

  • SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS As an inducement to Buyer to enter into this Agreement and to purchase the Property, Seller warrants, represents, and covenants to Buyer, as follows:

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