WARRANTS AND COVENANTS Sample Clauses

WARRANTS AND COVENANTS. 1. That except for the security interest granted hereby Debtor is, or to the extent that this agreement states that the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance; and that Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.
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WARRANTS AND COVENANTS. Debtor hereby warrants and covenants that Debtor shall pay to Secured Party the sum or sums evidenced by the Transaction Documents. The Pledged Collateral will not be removed from the Premises other than in the ordinary course of business. Debtor will immediately notify Secured Party in writing of any change in the Premises. Debtor will not sell, dispose, or otherwise transfer any of the Pledged Collateral or any interest therein without the prior written consent of Secured Party, and Debtor shall keep the Pledged Collateral free from unpaid charges, taxes, and liens. Debtor shall maintain insurance at all times with respect to all Pledged Collateral against risks of fire, theft, and other such risks and in such amounts as Secured Party may require. Debtor shall make all repairs, replacements, additions, and improvements necessary to maintain the Pledged Collateral in good working order and condition.
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WARRANTS AND COVENANTS. WMRE represents, warrants and covenants throughout the Term that:
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WARRANTS AND COVENANTS. 1. That except for the security interest granted hereby Debtor is, or to the extent that this agreement states that the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrances; and that Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, except for a prior security interest benefitting U.S. Bank National Association securing a $480,000.00 loan made on August 3, 1998 which loan is not in default and will not become in default as a result of the loan made by Secured Party to Debtor. Debtor shall make all payments as they come due on the above loan from U.S. Bank National Association and upon all other debts owed by Debtor.
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WARRANTS AND COVENANTS. 1. That except for the security interest to be granted hereby as of the Effective Date, except for an identical security interest to be granted to Xxxxxxx X. Xxxxxxx as of the Effective Date identified in the security Agreement of even date between Debtor, debtor therein, and Xxxxxxx X. Xxxxxxx, secured party therein, and except for security interests which may be granted from time to time by Debtor to secure financing obtained by it in the ordinary course of its business, Debtor is, or to the extent that this Agreement states that the collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from any adverse lien, security interest or encumbrance; and that the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.
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WARRANTS AND COVENANTS. 1. Without limiting the scope of this Agreement, if Bluegrass and Americoal, in their sole discretion, determine that the Collateral has decreased or threatens to decrease materially in market value, then Borrower will, within 24 hours of delivery of notice of such determination to Borrower's address as shown above, grant to Bluegrass a security interest in such additional collateral as may be reasonably required by Bluegrass and will execute additional financing statements and security agreements evidencing such additional security interests.
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Related to WARRANTS AND COVENANTS

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project/Facility:

  • REPRESENTATIONS, COVENANTS AND WARRANTIES The Company represents, covenants and warrants as follows:

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

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