Covenants and Representations Clause Samples
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Covenants and Representations. (1) Borrower represents and warrants that there have not been during the period of Borrower's possession of any interest in the Property and, to the best of its knowledge after reasonable inquiry, there have not been at any other times, any activities on the Property involving, directly or indirectly, the use, generation, treatment, storage or disposal of any Hazardous Substances except in compliance with Applicable Law (i) under, on or in the land included in the Property, whether contained in soil, tanks, sumps, ponds, lagoons, barrels, cans or other containments, structures or equipment, (ii) incorporated in the buildings, structures or improvements included in the Property, including any building material containing asbestos, or (iii) used in connection with any operations on or in the Property.
(2) Without limiting the generality of the foregoing and to the extent not included within the scope of this Section 8.2(b), Borrower represents and warrants that it is in full compliance with Applicable Law and has received no notice from any Person or any governmental agency or other entity of any violation by Borrower or its Affiliates of any Applicable Law.
(3) Borrower shall be solely responsible for and agrees to indemnify FINOVA, protect and defend FINOVA with counsel reasonably acceptable to FINOVA, and hold FINOVA harmless from and against any claims, actions, administrative proceedings, judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, attorneys' fees (including any fees and expenses incurred in enforcing this indemnity), consultant fees, expert fees, and other out-of-pocket costs or expenses actually incurred by FINOVA (collectively, the "Environmental Costs"), that may, at any time or from time to time, arise directly or indirectly from or in connection with: (i) the presence, suspected presence, release or suspected release of any Hazardous Substance whether into the air, soil, surface water or groundwater of or at the Property, or any other violation of Applicable Law, or (ii) any breach of the foregoing representations and covenants; except to the extent any of the foregoing result from the actions of FINOVA, its employees, agents and representatives. All Environmental Costs incurred or advanced by FINOVA shall be deemed to be made by FINOVA in good faith and shall constitute Obligations hereunder.
Covenants and Representations. By accepting this award you hereby acknowledge that your duties to the Company require access to and creation of the Company’s confidential or proprietary information and trade secrets (collectively, the “Proprietary Information”). The Proprietary Information has been and will continue to be developed by the Company and its subsidiaries and affiliates at substantial cost and constitutes valuable and unique property of the Company. You further acknowledge that due to the nature of your position, you will have access to Proprietary Information affecting plans and operations in every location in which the Company (and its subsidiaries and affiliates) does business or plans to do business throughout the world, and your decisions and recommendations on behalf of the Company may affect its operations throughout the world. Accordingly, by accepting this award you acknowledge that the foregoing makes it reasonably necessary for the protection of the Company’s business interests that you agree to the following covenants in connection with (i) your involuntary separation from service, as defined under Treasury regulation §1.409A-1(n), other than for Cause, or (ii) your voluntary separation from service:
Covenants and Representations. Partner: (a) shall abide by the terms and conditions of, perform its obligations under, and meet the requirements set forth in, this Agreement, (b) shall not (i) disassemble, decompile or reverse engineer any of the Products, or otherwise attempt to discover any source code, structure, algorithms, sequence, organization or ideas underlying any of the Products (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited), (ii) sublicense, rent, lease, use for timesharing or service bureau purposes for third parties or otherwise provide temporary access to any Product or use any Product for the benefit of any third party, (iii) take any action contrary to any of the terms and restrictions in this Agreement, (iv) copy, modify or create derivative works of any of the Products, (v) publish or disclose any information or results relating to performance, performance comparisons or other “benchmarking” activities relating to any Product, (vi) obscure, alter, remove, or destroy any proprietary markings, restrictive legends, or intellectual property notices on any Product, (vii) access or use any Product for purposes of designing or developing a competing product or service, or (viii) authorize or permit any other person or entity to, directly or indirectly, do any of the foregoing, (c) shall comply with good business practices and all Applicable Laws relevant to this Agreement, including all laws and regulations that relate to Partner’s activities hereunder (including obtaining and maintaining any registrations or approvals required by Applicable Law), (d) represents and warrants that neither this Agreement nor the performance of any obligations or exercise of any rights under this Agreement is restricted by, in conflict with, ineffective under, requires registration or approval or tax withholding under, or affects Riverbed’s proprietary rights under, or will require any termination payment or compulsory licensing under, any Applicable Law of any country, group of countries or other governmental entity, (e) acknowledges and agrees that (i) any Software and Cloud Services are not sold, but rather are licensed (without rights to sublicense) pursuant to the ▇▇▇▇ solely for the End User’s internal business use and in all cases strictly in accordance with the accompanying documentation and any other use restrictions applicable for that Product (including the terms and conditions set forth at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇...
Covenants and Representations. Each Guarantor further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of the Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Credit Agreement, and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders that:
(a) Each Guarantor (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Guaranty and consummate the transactions contemplated hereby;
(b) Each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty;
(c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
(d) the execution, delivery and performance of this Guaranty by each Guarantor will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its Organizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which such Guarantor is a party or by which any of such Guarantor's property or assets is subject, nor will such action result in any violation of the provisions of any applicable statute or any applicable order, rule or regulation of any court or Governmental Authority or body having jurisdiction over such Guarantor o...
Covenants and Representations. As long as any Debentures remain outstanding, the Corporation hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Holders of the then Outstanding Debentures, as follows (unless and for so long as the Corporation and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the Outstanding Debentures, in which case the following provisions of this Article 5 shall not apply):
Covenants and Representations. The Guarantor makes the following covenants and representations as the basis for its undertakings hereunder:
(a) It is a corporation duly organized, and validly existing in good standing under the laws of the State of Delaware, has the corporate power to enter into this Guaranty and to perform its obligations hereunder, and by proper corporate action has duly authorized the execution and delivery of this Guaranty and performance of its obligations hereunder.
(b) The execution and delivery of this Guaranty and all documents, instruments and certificates relating thereto and the performance of its obligations hereunder do not and will not conflict with, or constitute a breach or result in a violation of, its articles or incorporation or bylaws, or any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, the violation of any of which would have a material adverse effect upon the Guarantor’s ability to perform its obligations hereunder.
(c) Except for the matters disclosed in the Private Offering Memorandum with respect to the Bonds dated May 12, 1999 or in the Guarantor’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K filed with the U.S. Securities and Exchange Commission, there are no pending or, to the best of its knowledge, threatened actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, which could reasonably be expected to adversely affect in a material way its business or financial condition or its ability to perform its obligations under this Guaranty.
(d) The Guarantor hereby covenants to notify the Trustee and the Issuer immediately of the occurrence of any Event of Default hereunder or upon becoming aware (i) that any representation made in this Guaranty was false, misleading or incorrect when made or (ii) of a breach or violation of any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, in any such case to the extent such breach or violation would, in the Guarantor’s judgment, materiall...
Covenants and Representations. Notwithstanding anything to the contrary in this Agreement or otherwise, (i) CEOC, on behalf of itself and the Debtors, shall cause the Company to perform each obligations, covenant, undertaking and agreement in this Agreement, and to cause the Company’s representations and warranties in this Agreement to be true, complete and correct as of the times given and shall be liable for all obligations not satisfied or performed by the Company, (ii) all obligations, covenants, undertakings and agreements of the Preferred Backstop Investors to the Company shall apply only after the Company has been properly incorporated and formed in accordance with the Plan and (iii) the Company shall be deemed to give the representations and warranties with respect to itself and contained in Section 3 only on the Effective Date and on the date that it has been properly incorporated and formed in accordance with the Plan.
Covenants and Representations. Section 5.1 List of Holders. Parent shall furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company prior to the Effective Time (or other agent performing similar services for Parent or its Affiliates), the names, addresses, shareholdings and tax certification (T.I.N.) of the record holders of Shares eligible to receive CVRs pursuant to the Merger Agreement reasonably promptly following the Effective Time.
Covenants and Representations. As further consideration for the acceptance by Seller of Buyer Preferred Stock in consideration for the assets being sold by Seller under the Purchase Agreement, Buyer, Seller and Wavetech each covenant with and warrant and represent to the others as follows:
(a) Wavetech consents to an amendment to the Articles of Buyer to the effect that the Buyer Preferred Stock to be delivered to Seller shall be non-cumulative, voting shares (Class A Preferred Shares).
(b) Seller consents to the issuance by Buyer of additional Common Shares to Wavetech, with the proviso that (i) at no time will the shares which may be voted by the Holder of Buyer Preferred Stock at any shareholder meeting on any issue be less than fifteen percent (15%) of the total shares eligible to vote on such matter, and (ii) the Buyer Preferred Stock must at all times represent not less than fifteen percent (15%) of the fair market value of the total shares of Buyer issued and outstanding.
(c) Wavetech agrees that it (i) will not declare or pay dividends on its Common Stock without the prior approval of the holders of the Buyer Preferred Stock then outstanding, provided that such approval shall not be required if Alexander Christopher Lang no longer di▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ctly owns all of the issued and outstanding voting shares of Seller, and (ii) will not exercise its vote as a shareholder of Buyer to initiate the voluntary liquidation, dissolution or winding up of Buyer nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Buyer.
(d) Wavetech agrees that it has irrevocably reserved for issuance and will at all times keep available, out of its authorized and unissued capital stock, such number of shares of Wavetech Common Stock (or other shares or securities into which the Wavetech Common Stock may be reclassified or changed to the extent permitted under this Agreement) equal to the sum of the number of shares of Wavetech Common Stock which are now or may hereafter be required to enable and permit Buyer and Wavetech to meet their obligations hereunder.
(e) Buyer agrees to give Seller and Wavetech notice of each of the following events at the time set forth:
(i) in the event of any determination by the Board of Directors of Buyer to institute voluntary liquidation, dissolution or winding up proceedings with respect to Buyer or to effect any other distribution of the assets of Buyer among its shareholders for the purpose of winding up...
Covenants and Representations. Except as provided in Paragraph 6 below, Guest represents that Guest is at least eighteen (18) years of age and is of legal and sound mind to execute this Agreement. Guest acknowledges and represents that Guest has read each of the provisions contained in this Agreement, and Guest is fully aware of the legal consequences attendant to entering into this Agreement. Guest is fully aware of the potential dangers incidental to any hunting, fishing, and other activities for which Guest will participate in, on, or about the Property, including Guest’s potential exposure to dangerous conditions, and such risks and hazards including, but not limited to: poisonous snakes, insects, spiders, bees and wasps; blinds and tree stands; erosion and general condition of the Property, both on and off roadways and unpaved roads, creating rough, hazardous and dangerous driving and walking conditions; animals both wild and domestic that may be diseased and potentially dangerous; deep water; persons with firearms, both on or off the Property; bows and arrows, both on or off the Property; and the use of vehicles. Guest hereby assumes all such dangers, risks and hazards. ▇▇▇▇▇ further agrees to abide by all federal, state, and local laws and regulations and to the extent required by law, ▇▇▇▇▇ has successfully completed all hunter safety course(s). Guest covenants and warrants that Guest will care for and keep the Property clean and free from litter and other debris, including without limitation, all shotgun shells and bullet casings.