To induce the Sample Clauses

To induce the. Noteholders to execute and deliver this Agreement, the Company represents and warrants (which representations shall survive the execution and delivery of this Agreement) to the Noteholders that: (a) this Agreement has been duly authorized, executed and delivered by the Company and, upon execution and delivery thereof by the parties hereto, this Agreement constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Purchase Agreement, as amended by this Agreement, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) the execution, delivery and performance by the Company of this Agreement (i) has been duly authorized by all requisite corporate actions on the part of the Company, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation applicable to the Company or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse of time or Stericycle, Inc. First Amendment both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); (d) as of the date hereof and after giving effect to this Agreement, no Default or Event of Default has occurred which is continuing; and (e) the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date.
Sample 1
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To induce the. Administrative Agent and the Extending Revolving Credit Lenders to enter into this Amendment, each Loan Party represents and warrants that:
Sample 1
To induce the. WGB Trust to enter into this Agreement, the Borrower represents and warrants to the WGB Trust as follows: 4.1.1 The Borrower is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has all power (corporate and other) necessary to carry on its business as now being conducted and to own, lease and operate its properties. The Borrower is duly licensed, qualified and authorized to conduct its business in Arizona and in all other jurisdictions in which the character and location of the assets owned by it or the nature of the business transacted by it requires licensing, qualification or authorization; 4.1.2 Neither the Borrower nor any Subsidiary is in default with respect to any of its existing Indebtedness, and the making and performance of this Agreement, the Note, and the Warrant (immediately, or with the passage of time or the giving of notice, or both): (1) Violate or conflict with the articles of incorporation or bylaws of the Borrower, or violate any Laws binding upon the Borrower or any Subsidiary or their properties; (2) Violate or conflict with or result in a material breach of any of the terms or conditions of or constitute a default under any material contract, agreement, commitment, indenture, mortgage, note, bond, license, permit, or other instrument or obligation to which the Borrower is a party or by which any of its property or assets are bound or affected; or (3) Violate any order, writ, injunction or decree of any court, administrative agency or governmental body. 4.1.3 The Borrower has the power and authority to enter into and perform this Agreement, the Note and the Warrant, and to incur the obligations herein and therein provided for, and has taken all corporate action necessary to authorize the execution, delivery, and performance of this Agreement, the Note and the Warrant to be delivered by the Borrower; 4.1.4 This Agreement, the Note and the Warrant when delivered will be, valid, binding obligations, enforceable in accordance with their respective terms;
Sample 1
To induce the. Administrative Agent and the Banks to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Banks that: (a) the representations and warranties contained in the Credit Agreement are true and correct in all material respects as of the date hereof with the same effect as though made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (b) no Default or Event of Default exists; (c) this Amendment has been duly authorized by all necessary corporate proceedings and duly executed and delivered by the Borrower and the Credit Agreement, as amended by this Amendment, is the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity; and (d) no consent, approval, authorization, order, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the legal and valid execution and delivery or performance by the Borrower of this Amendment or the performance by the Borrower of the Credit Agreement, as amended by this Amendment.
Sample 1
To induce the. Administrative Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Lenders on and as of the date hereof, that: (i) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and constitutes the Borrower’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Amendment, (iv) both before and after giving effect to this Amendment, the representations and warranties set forth in Article V of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date), (v) both before and after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default and (vi) the Loans are not reduced by this Amendment and are not subject to any offsets, defenses or counterclaims.
Sample 1
To induce the. Banks to agree to the waiver and amendments described herein (and as a condition thereto), the Borrower agrees as follows: (a) from and after the Second Amendment Effective Date (as defined below) to and including December 31, 2000, the Borrower shall not incur additional Borrowings under the Credit Agreement and shall not be permitted to request the issuance of any Letters of Credit even if the Borrower is otherwise permitted to incur such Borrowings or have such Letters of Credit issued under the Credit Agreement, provided, however, the Borrower may incur additional Borrowings ("L/C Loans") or have Letters of Credit issued for its account ("L/C Letters of Credit", and together with the L/C Loans, "L/C Credit Events") in an aggregate amount of up to $20,000,000 less the Equity Retention Amount (as defined in Section 10 (c) hereof) during the period (the "L/C Coverage Period") commencing on the Second Amendment Effective Date (as defined below) and ending on March 31, 2000, unless a Sale Agreement (as defined in Section 11(a) hereof) has been executed and delivered, in which case the period shall be extended until the earlier of (x) May 31, 2000 or (y) the date on which the Sale Agreement is terminated so long as (i) no Default or Event of Default shall exist either before or after the occurrence of such L/C Credit Event, (ii) all of the representations, warranties and agreements contained in the Credit Documents shall be true and correct in all material respects both before and after the occurrence of such L/C Credit Event, (iii) the L/C Coverage Period Letters of Credit (as defined below) in the stated amount required by clause (iv) of this Section 10(a) shall be in full force and effect, (iv) the then effective stated amount of the L/C Coverage Period Letters of Credit shall be at least equal to the aggregate amount of all L/C Credit Events on and after the date hereof (including the amount of L/C Credit Events occurring on the date of determination) less the aggregate amount of L/C Loans repaid by the Borrower and less the stated amount of L/C Letters of Credit terminated (or, if drawn, less the amount of such drawing by the beneficiary thereof if such drawing has been repaid by the Borrower or the account parties on the L/C Coverage Period Letters of Credit), (v) the proceeds from such L/C Loans are used for, and the L/C Letters of Credit support, only working capital purposes and (vi) all other conditions to such Credit Event set forth in the Credit ...
Sample 1

Related to To induce the

  • Disaster Related Relief If you qualify (for example, you sustained an economic loss due to, or are otherwise considered affected by, certain disasters designated by Congress), you may be eligible for favorable tax treatment on distributions, rollovers, and other transactions involving your IRA. Qualified disaster relief may include penalty-tax free early distributions made during specified timeframes for each disaster, the ability to include distributions in your gross income ratably over multiple years, the ability to roll over distributions to an eligible retirement plan without regard to the 60-day rollover rule, and more. For additional information on specific disasters, including a complete listing of disaster areas, qualification requirements for relief, and allowable disaster- related IRA transactions, you may wish to obtain IRS Publication 590-B, Distributions from Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at xxx.xxx.xxx.

  • Illegal Activity No portion of the Property has been or will be purchased with proceeds of any illegal activity.

  • Illegal Activities Seller shall not engage in any conduct or activity that could subject its assets to forfeiture or seizure.

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Extended Health Care Plan ‌ The Employer shall pay the monthly premium for regular employees entitled to coverage under a mutually acceptable extended health care plan.

  • Political Activity Prohibited None of the funds, materials, property or services provided directly or indirectly under the Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office.

  • Condition of the Business (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

  • OFFERING AND SALE OF THE SHARES Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 151,315,789 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d))based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

  • SEXUAL EXPLOITATION 18.1 The Contractor shall take all appropriate measures to prevent sexual exploitation or abuse of anyone by it or by any of its employees or any other persons who may be engaged by the Contractor to perform any services under the Contract. For these purposes, sexual activity with any person less than eighteen years of age, regardless of any laws relating to consent, shall constitute the sexual exploitation and abuse of such person. In addition, the Contractor shall refrain from, and shall take all appropriate measures to prohibit its employees or other persons engaged by it from, exchanging any money, goods, services, offers of employment or other things of value, for sexual favors or activities, or from engaging in any sexual activities that are exploitive or degrading to any person. The Contractor acknowledges and agrees that the provisions hereof constitute an essential term of the Contract and that any breach of this representation and warranty shall entitle UNDP to terminate the Contract immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind. 18.2 UNDP shall not apply the foregoing standard relating to age in any case in which the Contractor’s personnel or any other person who may be engaged by the Contractor to perform any services under the Contract is married to the person less than the age of eighteen years with whom sexual activity has occurred and in which such marriage is recognized as valid under the laws of the country of citizenship of such Contractor’s personnel or such other person who may be engaged by the Contractor to perform any services under the Contract.

  • Plagiarism The appropriation of another person's ideas, processes, results, or words without giving appropriate credit.

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