Warranty and Representation as of Financial Close Sample Clauses

Warranty and Representation as of Financial Close. As of Financial Close, Developer warrants and represents that it has delivered to TxDOT true, correct and complete copies of the Initial Funding Agreements and Initial Security Documents (other than minor ancillary documents normally delivered after financial closing and containing no new material commercial terms) and that, as of the Financial Close, there exists no breach or default, and there have been no events which with notice or the passage of time (or both) would constitute a breach or default, by Developer or any Affiliate thereunder.
Sample 1
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Related to Warranty and Representation as of Financial Close

  • NOW, THEREFORE the parties hereto agree as follows:

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Definitions For purposes of this Agreement:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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