Warranties and Representations of Xxxxx Sample Clauses

Warranties and Representations of Xxxxx. Xxxxx agrees to indemnify and hold Consolidated, its agents and assigns, harmless from any and all claims, causes of action or liabilities of any nature whatsoever arising out of this Agreement or the actions taken by Consolidated pursuant to the terms of this Agreement, specifically including, but not limited too, any claims by other Availent shareholders, regulatory authorities, financiers or any other person or institution whose claim or claims are based upon the terms and conditions of this Agreement.

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Warranties and Representations of Xxxxx. Xxxxx warrants and represents to the Company that Xxxxx (i) owns or has rights in the Debt free and clear of any claim whatsoever by any parties; (ii) has not pledged or encumbered the Debt in any manner; (iii) has granted no right, warrant, purchase option, or any other right which directly or indirectly affects the Debt; (iv) is aware that the Common Stock of the Company to be received upon conversion as provided in section 2 hereof will be restricted stock and will not be freely transferable by Xxxxx and can only be transferred or sold at some later date pursuant to federal and state exemptions; (v) knows that no public market exists for the Shares and that Xxxxx may not have the ability to liquidate the investment readily; (vi) is acquiring the Shares solely for the his own account for investment purposes only and not with a view towards their distribution within the meaning of the Securities Act of 1933 (the “Act”); (vii) has no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any part of the Shares or which guarantees Xxxxx any profit of or indemnifies Xxxxx for any loss with respect to the Shares; (viii) has no plans to enter into any agreement or arrangement of that nature; (ix) understands that he must bear the economic risk of the investment for an indefinite period of time because he cannot sell or otherwise transfer the Shares in the absence of the registration provisions of all applicable securities acts; and (x) understands that the Company has no obligation to register the shares under any securities act.

Warranties and Representations of Xxxxx. Xxxxx represents and warrants to inTEST and Newsub as follows:

Warranties and Representations of Xxxxx. Fargo Bank Northwest, National Association and the Lessor Trustee. The Lessor Trustee warrants and represents to the Lessee and the Trust Certificate Purchasers in its individual capacity, notwithstanding the provisions of Section 10.8 hereof or any similar provision of any other Operative Agreement, that:

Warranties and Representations of Xxxxx. Xxxxx warrants and represents to the Company that Xxxxx owns the Shares free and clear of any claim whatsoever by any parties; Xxxxx has not pledged or encumbered the Shares in any manner; the Shares are nonassessable; Xxxxx has granted no right, warrant, purchase option, or any other right which directly or indirectly affects the Shares; and the Shares are freely assignable by Xxxxx to the Company in accordance with this Agreement.

Related to Warranties and Representations of Xxxxx

Warranties and Representations 7.1 Customer warrants and represents with respect to all of The Xxxx(s) sold to SYSTRAN that (a) The Xxxx(s) are genuine and in all respects what they purport to be; (b) Customer has good title to The Xxxx(s) and The Xxxx(s) are free and clear of all encumbrances, liens and prior claims, and that the Customer has the legal right to sell The Xxxx(s); (c) Customer has no knowledge of any fact which may impair the validity of The Xxxx(s) or make them uncollectible in accordance with its terms and face amount; (d) for transportation Customers, The Xxxx(s) were made in accordance with the laws and the regulations of the Federal Highway Administration or other federal regulatory agency, and the appropriate state regulatory commission or made according to lawful and valid contracts which Customer has executed; (e) for transportation Customers, The Xxxx(s) are supported by lawful, effective and complete bills of lading or other contract of carriage together with bona fide, genuine, valid and signed delivery receipts, and Customer will not modify or delete any of the terms of the original Bills or Special Purchase Bills or xxxx of lading with respect to same; (f) there are no counterclaims or setoffs or defenses existing in favor of the Debtor, whether arising from the services provided or goods sold which are the subject of The Xxxx(s) or otherwise and there has been no agreement as to the issuance or granting of any discount on The Xxxx(s); (g) The Xxxx(s) are not a duplicate of and do not cover the same services provided or goods sold as a Xxxx or Special Purchase Xxxx previously purchased by SYSTRAN from the Customer or billed directly by the Customer to the Debtor; (h) Customer does not own, control, or exercise dominion over the business of any Debtor whose Bills or Special Purchase Bills are factored by Customer to SYSTRAN, Customer is not a subsidiary of any Debtor and no Debtors control or exercise dominion over the business of Customer; (i) Customer will not under any circumstances or in any manner whatsoever interfere with any of SYSTRAN’s rights under this Agreement in connection with SYSTRAN’s factoring of The Xxxx(s); (j) Customer has not and will not pledge the credit of SYSTRAN to any person or business for any purpose whatsoever; (k) for non-transportation Customers, until the sale by Customer to Debtor of the goods described in The Xxxx(s), Customer had good title to the goods sold, the goods were free of all encumbrances, liens and prior claims, and Customer had the legal right to sell the goods.
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:
Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:
Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer 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, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 15 is signed and as of the Effective Date of this Contract Amendment No. 15:
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 AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:
Representations, Warranties and Covenants of the Adviser The Adviser represents and warrants to, and covenants with, the Sub-Adviser and the Fund as follows:
Representations, Warranties and Agreements Section 6.01.