Representations Warranties and Other Covenants Sample Clauses

Representations Warranties and Other Covenants. In order to induce the Syndication Agent and the Lenders to enter into this Agreement and amend the Credit Agreement as provided herein, each Obligor hereby represents and warrants to the Syndication Agent and the Lenders that: (a) All of the representations and warranties of the Obligors set forth in the Credit Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and as if set forth at length herein. (b) No Default or Event of Default presently exists and is continuing on and as of the date hereof. (c) Since the date of the Obligors’ most recent financial statements delivered to the Syndication Agent, no Material Adverse Effect has occurred, and no event has occurred or failed to occur which has had or is likely to have a Material Adverse Effect. (d) Each Obligor has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Agreement and all other agreements, documents and instruments, if any, executed and delivered by the Obligors to the Syndication Agent and the Lenders concurrently herewith or in connection herewith (collectively, the “Amendment Documents”); each Amendment Document to which any of the Obligors is a party has been duly executed and delivered by such Obligors and is the legal, valid and binding obligation of such Obligor enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ rights generally. (e) The execution, delivery and performance of the Amendment Documents will not (i) violate any provision of any existing law, statute, rule, regulation or ordinance binding upon the Obligors, (ii) conflict with, result in a breach of, or constitute a default under (A) the certificate of incorporation or by-laws or other equivalent formation documents of any Obligor, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, material lease, contract or other material agreement or undertaking to which any Obligor is a party or by which any Obligor or its properties or assets may be bound, or (iii) result in the creation or imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by any Obligor, other than liens in...
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Representations Warranties and Other Covenants. The Parties hereby reiterate for the purposes of this Agreement those representations and warranties set forth in Article VI of the Separation Agreement. In addition and without limiting the generality of the foregoing, Novelis shall, and shall cause, where applicable, any relevant other member of Novelis Group to, comply with all covenants and undertakings set out in this Agreement, including all Appendices, that are made by Novelis, whether on its own behalf or on behalf of Novelis Group or any relevant other member of Novelis Group, such as those mentioned in Sections 7, 8, 9, 10 and 11 of this Agreement (which enumeration is not intended to be exhaustive), subject to Applicable Law.
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Representations Warranties and Other Covenants. 6 6. ASSIGNMENT........................................................... 6
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Representations Warranties and Other Covenants. (a) Consultant represents and warrants that it is eligible to participate in any FHCP, and neither it, nor any of its control persons (as defined in 42 U.S.C. § 1320a-3a), employees, or agents, in each case who will perform the Services hereunder (which will result in Company’s submission of claims to a FHCP, private health benefits plan, or commercial insurer): (1) is currently under investigation for any violation of the various provisions of laws governing any federally funded health care benefit program and/or any private health care benefit program which would reasonably be expected to lead to exclusion from such programs; (2) is currently debarred, excluded, suspended or otherwise ineligible to participate in any FHCP or in federal procurement and non-procurement programs; (3) has been convicted of, (i) a criminal offense within the ambit of 42 U.S.C. §1320a-7(a), the False Claims Act, or any similar federal or state health care fraud, abuse, or false claims statute but has not yet been excluded, debarred, suspended, or otherwise declared ineligible for participation in the FHCPs, (ii) a criminal offense relating to neglect or abuse of patients in connection with the delivery of a health care item or service; (iii) fraud, theft, embezzlement, or other financial misconduct in connection with the delivery of a health care item or service; (iv) obstructing an investigation or any other crime referred to in (i) or (iii) above, or (v) the unlawful manufacture, distribution, prescription, or dispensing of a controlled substance; or (4) has been required to pay any civil monetary penalty regarding false, fraudulent, or impermissible claims under, or payments to induce a reduction of limitation of health care services to beneficiaries of, any FHCP, private health benefits plan, or commercial insurer. (b) Consultant represents and warrants that it has no direct or indirect ownership or controlling interest (as defined in Section 1124(a)(3) of the Social Security Act or any regulations promulgated thereunder) of five percent (5%) or more, and is not an officer, director, manager, agent or managing employee (as defined in 42 C.F.R. Part 1001), in a “sanctioned entity” that has been convicted of any offense under 42 C.F.R. Parts 1001 through 1004 or that has been terminated or excluded from participation in any Medicare or Medicaid program nor has Contractor been an officer or managing employee of such an entity. (c) Consultant represents and covenants that any ...
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Representations Warranties and Other Covenants. Borrower and Guarantor each jointly and severally reaffirms, as of this date, the truth and completeness of the representations and warranties set forth in the Credit Agreement, other than the representations and warranties regarding material events since the date of the financial statements referred to in Section 3.4 of the Credit Agreement, except to the extent heretofore waived in writing by the Bank. In addition: (a) Borrower and Guarantor each jointly and severally represent and warrant that no Event of Default, or any event which with the passing of time or the giving of notice or both would become an Event of Default, has occurred and is continuing. (b) The Guarantor has delivered to Bank its audited Consolidated and consolidating financial statements as at and for the fiscal year ended December 31, 1998 (the "Audited Date"), and its unaudited financial statements for the three (3) month periods ended September 30, 1999, stated on a non-Consolidated basis, dated the date of this Agreement (collectively, the "Delivered Financial Statements". Such financial statements fairly reflect the respective financial conditions of the Guarantor and the Borrower as at such dates and fairly reflect the results of the Consolidated operations of The Guarantor for the periods then ended, all in conformity with GAAP consistently applied. There has been no material adverse change in the condition, financial or otherwise, of the Guarantor since the Audited Date. Neither Borrower nor Guarantor has any material obligations or liabilities which are not disclosed in the Delivered Financial Statements except obligations arising in the ordinary course of business since September 30, 1999. Borrower and Guarantor are each solvent on this date in that (i) the fair value of its assets exceeds the amounts of its liabilities and other obligations, and (ii) each of them is capable of paying its debts and obligations as they may become due. (c) The "chief executive office" of the Borrower, and the location of its records relating to Vessel charters, charter hire, freights and the like (the Borrower's "Chief Executive Office"), is presently at 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, XX 00000. On and after March 31, 2000, Borrower's Chief Executive Office will be located at Two Harbour Place, 000 Xxxxxxx Xxx Xxxxxx, 00xx Xxxxx, Xxxxx, XX 00000.
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Representations Warranties and Other Covenants. Each Party, severally and not jointly, hereby represents and warrants to the other Parties that: (a) it has the requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Person and no additional proceedings are necessary to approve this Agreement, and (c) this Agreement has been duly and validly executed and delivered by such Person and constitutes a legal, valid and binding obligation of such Party, enforceable against such Person in accordance with its terms, subject to the Bankruptcy and Equity Exception; and (d) its execution, delivery and performance of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any Contract to which such Party is a party or by which such Person is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Person or any of the properties or assets of such Person; or (iii) result in the creation of, or impose any obligation on such person to create, any Lien upon such Person’s properties or assets.
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Representations Warranties and Other Covenants. 4.1 Reevxx' Xxpresentations and WarrantieS. Reevxx xxxresents and warrants to Kitty Hawk that: A. Xxxxxx xxxds his rights hereunder for his own account, without the participation of any other person, and with the intent of holding this agreement and all shares delivered hereunder ("delivered shares") for investment, and without the intent of participating, directly or indirectly, in a distribution of Kitty Hawk shares, and not with a view to, or for resale in connection with, any distribution of any part of the delivered shares or undelivered optioned shares. B. As a principal executive officer and member of the board of directors of Kitty Hawk and its air-carrier subsidiary, Reevxx xxx had full access to all material information relating to the business and affairs of Kitty Hawk, and has received all information and data with respect to Kitty Hawk and the optioned shares that he has requested and has deemed relevant in connection with his receipt of his rights hereunder. Reevxx xxxs not rely upon any representation or warranty by any person or entity with respect to the future value of, or income from, the optioned shares, but rather relies upon his own independent examination and judgment as to Kittx Xxxx'x xxxspects.
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Representations Warranties and Other Covenants 
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Related to Representations Warranties and Other Covenants

  • 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 laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

  • Representations, Warranties and Covenants of the Placement Agent A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:

  • Representations, Warranties and Covenants of the Underwriters Each Underwriter acknowledges that the Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and U.S. state securities laws. Accordingly, each Underwriter, severally and not jointly, represents, warrants and covenants to the Corporation that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Representations, Warranties and Covenants of the Company The Company represents and warrants to, and agrees with, Subscriber that:

  • REPRESENTATION, WARRANTIES AND COVENANTS 1. The Borrower hereby represents, warrants, covenants to the Lender as follows: a. That the Borrower is an adult and competent in law to enter into this Agreement and is not subject to any insolvency or bankruptcy proceedings. b. This Agreement constitutes legal, valid, and binding obligations on the Borrower, enforceable in its entirety and there are no claims against the Borrower. c. The Borrower shall comply with the terms of this Agreement including making timely payment of the EMI and ensure that the Repayment Instrument(s) are honored on presentation. It is the duty of the Borrower to ensure that his/her bank account has been debited towards the EMI and in case of his/her account not being so debited, the Borrower shall be obliged to inform the Lender in this regard within 2 days from the due date of such EMI. d. That the information given in the Borrower's Mode of Application and any prior or subsequent information given to the Lender is accurate. e. That the Borrower undertakes to promptly notify the Lender of any change in the Borrower’s particulars as mentioned hereto or of any circumstance(s) affecting the correctness of any of the particulars set forth hereto or in the Mode of Application immediately on the happening or occurrence of any such circumstance(s). In case of such event, the Lender may in its absolute discretion suspend operation / stop further withdrawal till fresh approval is obtained by the Borrower from the Lender for continuing the Loan and demand repayment of the Outstanding Amount. f. That the obligation of the Borrower to repay the Outstanding Amount is independent of the arrangement between the Borrower or the student/xxxx and the Educational Institute. The Borrower agrees that the Lender shall not be responsible or liable for any services / course to be provided by the Educational Institute to the Borrower or his immediate relative and whether or not such services / course were satisfactory to the beneficiary, the obligation to pay the Outstanding Amount shall continue to subsist on the Borrower in accordance with this Agreement. g. That once the loan is disbursed, the Borrower is liable to repay entire Outstanding Amount irrespective of his (or the student’s intending to enroll) usage or non-usage of the Educational Institute’s services. If the Borrower or his child/relative decides to not pursue the course after disbursement of Loan, he/still will still be liable to pay/repay entire Outstanding Amount. The Borrower agrees that failure to complete the educational course or dropping out of the course before it’s completion for any reason whatsoever will not absolve the Borrower’s liability to fully repay the entire Outstanding aAmount to the Lender. h. That the Borrower undertakes to comply with any additional requirements and furnishing any additional documents or information required by the Lender anytime during the term of this Agreement, within the timelines mandated by the Lender. These include additional documents such as, but not limited to: i. Bank Statements ii. Salary Slips/Income Tax Returns. iii. Additional know your customer / anti-money laundering related documents and undertakings The Lender may, at its sole discretion, not disburse the Loan on account of non-fulfillment of such conditions or non- submission of such documents or information within the timelines mandated by the Lender. i. That in the event the Borrower is entitled to receive any amount of money from the Educational Institute either by way of a refund (including but not limited to the student dropping out of the course midway), reimbursement or any in other manner during the pendency of any Outstanding Amount, such amount shall be payable by the Borrower /Educational Institute to the Lender towards satisfaction of an equivalent portion of the Outstanding Amount.

  • Warranties and Covenants Assignor warrants and represents to Assignee and Company as of the date hereof:

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises.

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