WARRANTIES, REPRESENTATIONS AND COVENANTS. Mortgagor warrants, represents and covenants to Mortgagee as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS. Grantor warrants, represents and covenants to Beneficiary as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS. 6.1 If so requested by Bank, Borrower shall, at such intervals designated by Bank, during the term hereof execute and deliver a Report of Accounts Receivable or similar report, in form customarily used by Bank. Borrower's Borrowing Base at all times pertinent hereto shall not be lose than the advances made hereunder. Bank shall have the right to recompute Borrower's Borrowing Base in conformity with this Agreement.
6.2 If any warranty is breached as to any account, or any account is not paid in full by an account debtor within NINETY (90) days from the date of invoice, or an account debtor disputes liability or makes any claim with respect thereto, or a petition in bankruptcy or other application for relief under the Bankruptcy Code or any other insolvency law is filed by or against an account debtor, or an account debtor makes an assignment for the benefit of creditors, becomes insolvent, fails or goes out of business, then Bank may deem ineligible any and all accounts owing by that account debtor, and reduce Borrower's Borrowing Base by the amount thereof. Bank shall retain its security interest in all Receivables and accounts, whether eligible or ineligible, until all Obligations have been fully paid and satisfied. Returns and allowances, if any, as between Borrower and its customers, will be on the same basis and in accordance with the usual customary practices of the Borrower, as they exist at this time. Any merchandise which is returned by an account debtor or otherwise recovered shall be set aside, marked with Bank's name, and Bank shall retain a security interest therein. Borrower shall promptly notify Bank of all disputes and claims and settle or adjust them on terms approved by Bank. After default by Borrower hereunder, no discount, credit or allowance shall be granted to any account debtor by Borrower and no return of merchandise shall be accepted by Borrower without Bank's consent. Bank may, after default by Borrower, settle or adjust disputes and claims directly with account debtors for amounts and upon terms which Bank considers advisable, and in such cases Bank will credit Borrower's account with only the net amounts received by Bank in payment of the accounts, after deducting all Bank Expenses in connection therewith.
6.3 Borrower warrants, represents, covenants and agrees that:
a. Borrower has good and marketable title to the Collateral. Bank has and shall continue to have a first priority perfected security interest in and to the Collater...
WARRANTIES, REPRESENTATIONS AND COVENANTS. 14.1 The Issuer warrants and represents to and covenants with the Agents that:
(a) the Issuer is a valid and subsisting corporation duly incorporated and in good standing under the laws of the Province of British Columbia and has all requisite corporate power and authority to carry on its business, as now conducted and as presently proposed to be conducted and to own their respective assets;
(b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction;
(c) the authorized capital as at November 9, 2010, of the Issuer consists of an unlimited number of common shares without par value, of which as at November 9, 2010, 29,604,994 common shares are issued and outstanding as fully paid and non-assessable;
(d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares, the FT Shares, the Warrant Shares and the Agents’ Shares, the Agents’ Warrant Shares and all such shares will be duly and validly issued as fully paid and non-assessable when issued in accordance with the agreements or instruments governing the same;
(e) the Subscription Agreements and all other written or oral representations made by the Issuer to a Purchaser or potential Purchaser in connection with the Offering will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect;
(f) except as qualified by the disclosure in all prospectuses, filing statements, information circulars, financial statements, management discussion and analysis, press releases or material change reports filed with the Regulatory Authorities (collectively, the “Disclosure Record”), the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record and all agreements by which the Issuer holds an interest in a property, business or asset are in good standing according to their terms and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated, and the Issuer does not own any material properties, business or assets not disclosed in the Disclosure Record;
(g) the Issuer will, upon completion of the Offering and the transactions described in the Issuer’s September 7, 2010 news release, hold either freehold title, mining leases, mining claims or o...
WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes of this Agreement, (a) the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that:
(i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part;
(ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable;
(iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties;
(iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material Copyrights, Material Patents or Material Trademarks;
(v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms;
(vi) Mortgagor has no Material Licenses;
(vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and
(viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademark.
WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee warrants and represents that he: (a) has received, read and understood the Option Agreement and the Plan and agrees to abide by and be bound by its terms and conditions, (b) is acquiring such shares of Common Stock for his own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act”); and (c) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.
WARRANTIES, REPRESENTATIONS AND COVENANTS. 7.1 Borrower warrants and represents to and covenants with Bank that: (a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of Delaware having federal tax identification number 000000000 and corporation identification number 3439619; (b) Borrower’s principal executive office, principal place of business and other offices and places of business are set forth on Schedule 7.1(a) attached hereto and are Borrower’s sole offices and places of business; (c) Borrower has the right, power and capacity and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and the Other Agreements; (d) the execution, delivery and/or performance by Borrower of this Agreement and the Other Agreements shall not, by the lapse of time, the giving of notice or otherwise, constitute a violation of any applicable law or a breach of any provision contained in Borrower’s Articles of Incorporation, By-Laws or similar document, or contained in any material agreement, instrument or document to which Borrower is now or hereafter a party or by which it is or may be bound; (e) Borrower has and at all times hereafter shall have good, indefeasible and merchantable title to and ownership of the Collateral, free and clear of all liens, claims, security interests and encumbrances except those of Bank; (f) Borrower is now, and at all times hereafter shall be, solvent and generally paying its debts as they mature and Borrower now owns and shall at all times hereafter own property which, at a fair valuation, is greater than the sum of its debts; (g) Borrower is not and will not be, during the term hereof, in violation of any applicable federal, state or local statute, regulation or ordinance that in any respect materially and adversely affects its business, property, assets, operations or condition, financial or otherwise; (h) Borrower is not in default with respect to any indenture, loan agreement, mortgage, deed or other similar agreement relating to the borrowing of monies to which it is a party or by which it is bound; (i) all of Borrower’s trademark registrations, patents and patent applications and copyright registrations are listed on Schedule 7.1(i) attached hereto; and (j) since December 31, 2005, there has been no material adverse change in the financial condition of Borrower.
7.2 Borrower warrants and represents to and covenants with Bank that Borrower shall not, without Bank’s prior written consent thereto: (a...
WARRANTIES, REPRESENTATIONS AND COVENANTS. Mortgagor warrants, represents, and covenants to Mortgagee and the ABL Claimholders as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection with the execution of this Agreement, Contractor warrants and represents to CHA:
A. That it is financially solvent; and that it and its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services under the terms and conditions stated herein.
B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA.
C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, nor, within the last five (5) years, have they been terminated for default on any contract awarded by the CHA.
D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor.
E. That Contractor has carefully examined and analyzed the provisions and requirements of this Agreement and that it understands the nature of the Services required;
F. That Contractor acknowledges that the CHA, in its selection of Contractor to perform the Services hereunder, materially relied upon the Contractor’s proposal submitted in response to the RFP, that the proposal was accurate at the time it was made and that no material changes in it have been nor will be made without the express consent of the CHA;
G. That Contractor and, to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and other Federal criminal laws applicable to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amended; and the CHA's Ethics Policy, ...
WARRANTIES, REPRESENTATIONS AND COVENANTS. 9.1 The Issuer covenants, represents and warrants to the Agent that:
(a) the books and records of the Issuer fairly and correctly set out and disclose in all material respects, in accordance with International Financial Reporting Standards, the financial position of the Issuer as of the date hereof, and all material financial transactions of the Issuer have been accurately recorded in the said books and records. With the exception of forecasts, projections or estimates referred to below, all information and other data (together, the “Information”) relating to the Issuer furnished by or on behalf of the Issuer to the Agent is, or, in the case of historical information, was at the date of preparation true, accurate, complete and correct in all material respects, and does not or did not, as the case may be, contain any Misrepresentation. Any projections and forecasts relating to the Issuer provided by or on behalf of the Issuer to the Agent have been prepared in good faith with the assistance of competent professional advisors and are based upon assumptions which, in light of the circumstances under which they are made, are reasonable. The Issuer is not aware of any undisclosed facts or information that could materially impact upon such projections and forecasts;
(b) the Issuer has no subsidiaries;
(c) the Issuer has been duly incorporated and organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted, to own, lease and operate its properties and assets and to carry out the provisions hereof;
(d) the Issuer is conducting its business in compliance in all material respects with all applicable licensing and anti-pollution legislation, regulations or by-laws, environmental protection legislation, regulations or by-laws or other similar legislation, regulations or by-laws or other lawful requirements of any governmental or regulatory bodies which are applicable to the Issuer; and the Issuer is not aware of any such legislation, regulation, by-law or lawful requirement presently in force or proposed to be brought into force by any governmental or regulatory authority which the Issuer anticipates it will be unable to comply with without materially adversely affecting its business;
(e) the Issuer is the beneficial owner of the properties, business and assets, or the interest in the pro...
