Warranty and Covenant Sample Clauses

Warranty and Covenant. Pledgor represents and warrants to the Secured Party that except for the security interest created hereby, and except for restrictions imposed by the Restricted Stock Purchase Agreement, he owns the Shares free and clear of all liens, charges and encumbrances and that he has the unencumbered right to pledge such Shares pursuant to the terms hereof.
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Warranty and Covenant. Lessor warrants that the Property has not been contaminated or polluted by, or used for the storage or disposal of any Hazardous Material, and Lessor has received no notice from any governmental authority concerning the presence or removal of any Hazardous Material on or adjacent to the Property. Lessor covenants that it will notify Lessee immediately in the event that evidence of an adverse environmental condition is discovered during the term of this Lease, or an event occurs which may result in an adverse environmental condition, including, but not limited to, release, emission or spill of hazardous substances.
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Warranty and Covenant. (a) PeerWorks represents, warrants and covenants to Organization that:
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Warranty and Covenant. Contractor represents and warrants to City that Contractor will, at its expense, deposit with the person or entity (the "Escrow Agent") under Contract #35151 for safekeeping a complete copy of the source code as altered by any Enhancement, Customization, Reconfiguration, Changes or Work, and all additional relevant Documentation applicable to the Software required for a reasonably skilled programmer or analyst to understand and maintain the Software in the versions licensed to the City under Contract #35151 for each software version; and Contractor covenants to City that Contractor will continue to promptly deliver to the Escrow Agent all revisions, corrections, Updates, or other modifications to all versions of the Source Code (the “Changes”) so that the Source Code held in escrow constitutes a machine-readable program of the most current release of the Software, as well as any version that may be in use by the City subject to license(s) granted under Contract #35151. In addition, Contractor shall promptly notify City in writing that the Changes have been made and the Escrow Agent has been provided with all such Changes. For convenience, the Documentation segment of the Source Code may be placed in machine-readable form or in a form suitable for photocopying.
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Warranty and Covenant. The Recipient warrants and covenants that it will treat and keep the Confidential Information in the strictest of secrecy and confidentiality and expressly acknowledges and agrees that the Confidential Information is of a secret and confidential nature. The Recipient may not disclose to any person other than the Principal, the Portfolio Minister or a person who has signed a Non-Disclosure Agreement or a Confidentiality Deed Poll with the Principal that the Confidential Information has been made available to the Recipient and undertakes: to protect and safeguard Confidential Information against unauthorised publication or disclosure;
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Warranty and Covenant. Entitlement
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Warranty and Covenant. Sparks represents and warrants to the Creditors that it is not under any obligation to any third party that would prevent, limit or interfere with this Agreement to pay royalties to the Creditors, and covenants that it shall not incur any such obligation.
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Warranty and Covenant 
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Related to Warranty and Covenant

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • 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, WARRANTIES AND COVENANTS OF BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations and Warranties and Covenants 10 4.1 Generally.........................................................10 4.2

  • Representations, Warranties and Covenants of Guarantor Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

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