Warranties and Representations of Company Sample Clauses

Warranties and Representations of Company. Company hereby agrees to indemnify and hold Employee harmless of and from any and all loss, damage, cost and expense, including without limitation, reasonable attorney’s fees, arising out of his actions as an employee of the Company, to the fullest extent permitted under Florida Corporate law.
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Warranties and Representations of Company. Company hereby agrees to indemnify and hold Employee harmless of and from any and all loss, damage, cost and expense, including without limitation, reasonable attorney’s fees, arising out of his actions as an employee of the Company, to the fullest extent permitted under Nevada Corporate law.
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Warranties and Representations of Company. To induce the Investors to sell the Warrants, the Company warrants and represents to the Investors and to TSG as follows: a. The execution, performance and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company. b. This Agreement, when executed by the Company, will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms.
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Warranties and Representations of Company. Company warrants and represents to Consultant as follows: 7.1 The execution and delivery of this Agreement, and the performance by Company of its obligations hereunder, including the grant of the Improvements, have been duly authorized by all necessary corporate and other action on the part of Company, and no consents, waivers or permissions that have not already been granted are required for such actions. This Agreement constitutes the valid and binding obligation of Company, enforceable against it in accordance with its terms.
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Warranties and Representations of Company. The Company represents and warrants that: a. neither the Technology, nor any of the Company's activities or Services performed hereunder, infringes on any patent, copyright, trademark, trade secret or other intellectual property rights or similar rights of any third party; b. it has all necessary right, power and authority to perform all acts required under this Agreement, including the right, power and authority to (i) sublicense the Technology and (ii) offer and sell each product offered through the Company Services (including all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods offered within the Company Services); c. its entry into this Agreement and the performance of its obligations and duties hereunder does not and will not violate any agreement to which it is a party or by which it otherwise is bound; d. all Product Information is and will be accurate and complete in all respects to the Company's best knowledge; and e. the Company has the necessary knowledge and skills to successfully operate and conduct the Company Services as required by this Agreement.
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Warranties and Representations of Company. Company and Bollxxxxx, xx applicable, warrant and represent to Goodxxxx xx follows:
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Warranties and Representations of Company. The Company warrants, represents and agrees to the following: (a) For and during the Term of this Agreement, Company agrees to maintain a minimum of thirty-five (35) full time Primary Jobs at the Property whose wages are at least equal to the prevailing wage for the applicable occupation of each such employee in the local labor market area. Company agrees to provide City a schedule of jobs to be retained. (b) Company acknowledges that it has previously provided City a certification of capital investment in Property that exceeded One Million and No/100 Dollars ($1,000,000). City acknowledges receipt of such certification. (c) For and during the Term of the Agreement, Company agrees to maintain a continuing training and re-training program for its employees as part of the operations of the Company conducted on the Property. (d) During the Term of this Agreement, Company agrees to provide the City, not later than thirty (30) business days following the filing of same, monthly copies of its State Sales and Use Tax Returns and, when additionally requested by the City, evidence reasonably required by the City to substantiate the required job retention and training.
Sample 1
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Warranties and Representations of Company. 4.1 The Company hereby represents and warrants to the Senior Lender and Subordinated Lender that each of them has been furnished with a true and correct copy of all instruments and securities evidencing or pertaining to the Subordinated Indebtedness and Senior Indebtedness. 4.2 The Company hereby represents and warrants to the Senior Lender that this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and general principles of equity. 4.3 Subordinated Lender represents and warrants to the Senior Lender: (i) that this Agreement has been duly executed and delivered by such Subordinated Lender and constitutes a legal, valid and binding obligation of such Subordinated Lender enforceable against such Subordinated Lender in accordance with its terms, except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and general principles of equity; and (ii) that such Subordinated Lender has not relied and shall not rely on any representation or information of any nature made by or received from the Senior Lender relative to the Company or any Obligor in deciding to execute this Agreement or to permit it to continue in effect. 4.4 Senior Lender represents and warrants to the Subordinated Lender: (i) that this Agreement has been duly executed and delivered by Senior Lender and constitutes a legal, valid and binding obligation of the Senior Lender enforceable against such Senior Lender in accordance with its terms, except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and general principles of equity; (ii) that the Senior Lender has not relied and shall not rely on any representation or information of any nature made by or received from any Subordinated Lender relative to the Company or any Obligor in deciding to execute this ...
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Warranties and Representations of Company 
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Related to Warranties and Representations of Company

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that: (a) The Fund is a “Qualified Purchaser” within the meaning of Investment Company Act of 1940; and (b) The Fund is a “Qualified Eligible Person” as defined in CFTC Rule 4.7, and is either a member of, or exempt from any requirement to become a member of, the National Futures Association, and will maintain and renew such membership or exemption during the term of this Agreement. Further, the Adviser and the Sub-Adviser agree as follows: (c) The Adviser acknowledges that the Sub-Adviser has been authorized to invest in derivatives for the Fund in accordance with the Fund’s investment objective and policies as stated in the Registration Statement. To the extent so authorized, the Adviser agrees that the Sub-Adviser, on the Fund’s behalf, and on such terms as the Sub-Adviser deems appropriate, with prior telephonic or email notice to and in consultation with the Adviser, may take any all such steps as may be required or permitted by the rules and regulations and/or by appropriate market practice to engage in derivatives transactions, including entering into ISDA agreements, clearing agreements, completing documentation, including documentation for clearing facilities, making representations and granting, and providing or executing counterparty documentation and account opening documentation on the Fund’s behalf, on such terms as the Sub-Adviser deems appropriate, in consultation with the Adviser. (d) Further, subject to the limitations under the 1940 Act, the Adviser on request of the Sub-Adviser or the Sub-Adviser may, acting as agent on the Fund’s behalf, agree to a collateral mechanism with counterparties in the market and instruct the custodian to advance cash or securities as collateral to an account designated by the Fund’s custodian and counterparty, broker and/or futures commission merchant (“FCM”) (as applicable) to meet margin/collateral payments if and to the extent required by the rules of exchanges or markets on which such instruments are dealt or as may have been agreed in any master agreement or other contract with a counterparty, including with respect to agency MBS collateral. The Adviser authorizes the Sub-Adviser, to the extent required by regulatory agencies or market practice, to reveal its and/or the Fund’s identity and address to any counterparty, broker or FCM through which or with which financial derivatives and foreign exchange instruments are traded or cleared. The Sub-Adviser may use such clearing firm as it deems appropriate to clear its derivatives transactions. The Adviser covenants that the Fund has full capacity to invest in financial derivatives and foreign exchange instruments. (e) The Sub-Adviser (which is registered with the CFTC as a Commodity Trading Adviser) intends to operate the Fund as an exempt account under CFTC Rule 4.5. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS AGREEMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS AGREEMENT.

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

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