Covenants, Warranties and Representations Sample Clauses

Covenants, Warranties and Representations. Each of the parties covenants, warrants and represents for itself as follows:

Covenants, Warranties and Representations. With respect to the Acquiring Fund, JHT shall have complied with each of its covenants contained herein, each of the representations and warranties contained herein shall be true in all material respects as of the Effective Time of the Reorganization (except as otherwise contemplated herein), and there shall have been no material adverse change (as described in Section 2(i)) in the financial condition, results of operations, business, properties or assets of the Acquiring Fund since December 31, 2007.

Covenants, Warranties and Representations. Assignor covenants with, and warrants and represents to, Agent that: 5.1 Assignor is and shall be the owner of the Assigned Contracts and Permits free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever except in favor of Agent; 5.2 Assignor has the full right, power and authority to assign, and to grant the pledge of and security interest in, the Assigned Contracts and Permits as herein provided; 5.3 To Assignor’s knowledge, the execution, delivery and performance of this Collateral Assignment by Assignor does not and will not result in the violation of any mortgage, indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Assignor is subject or by which it or any of its property is bound; 5.4 Assignor shall not make any other assignment of, or permit any pledge, lien, security interest or encumbrance to exist with respect to, the Assigned Contracts and Permits except in favor of Agent, and Assignor shall not otherwise transfer, assign, sell or exchange its interest in the Assigned Contracts and Permits; 5.5 To the extent the same is in possession of Assignor, a true and complete executed counterpart, or certified copy, of each Assigned Contract and Permit which now exists and which is evidenced by a written agreement or document has been delivered to Agent, and a true and complete counterpart, or certified copy, of each Assigned Contract and Permit which becomes effective or is issued in the future shall be promptly delivered to Agent; 5.6 To Assignor’s knowledge, each Assigned Contract and Permit presently in existence is in full force and effect, is valid and enforceable in accordance with its terms, has not been modified, and no default exists thereunder on the part of any party thereto. Each Assigned Contract and Permit which comes into existence after the date hereof shall be valid and enforceable in accordance with its terms; 5.7 No Assigned Contract and Permit shall be amended, modified or changed in any material respect, have any of its material terms waived by Assignor, or cancelled or terminated if such amendment, modification, waiver, cancellation or termination could reasonably be expected to have a Material Adverse Effect, without Agent’s prior written consent in each instance; and 5.8 Assignor shall pay and perform in all material respects all of its material obligations under or with respect to each Assigned Contract and Permit and not permit...

Covenants, Warranties and Representations. (a) Landlord warrants and represents that it is the owner in fee simple of the Property, free and clear of all liens and encumbrances except as to those which may have been disclosed to Tenant in writing prior to the execution hereof, and that it alone has full right to lease the Premises for the Term. (b) Landlord shall pay promptly, when due, any other amounts or sums due and owing with respect to its ownership and operation of the Property, including, without limitation, judgments, taxes, liens, mortgage payments and other similar encumbrances. If Landlord fails to make any payments required under this Agreement, or breaches any other obligation or covenant under this Agreement, Tenant may (without obligation), after providing ten (10) days written notice to Landlord, make such payment or perform such obligation on behalf of Landlord and offset such payment (including any reasonable attorneys’ fees incurred in connection with Tenant performing such obligation) against payments of Rent. (c) Landlord shall not do or knowingly permit anything that will interfere with or negate any special use permit or approval pertaining to the Premises or cause Tenant’s use of the Premises to be in nonconformance with applicable local, state, or federal laws. Landlord shall cooperate with Tenant in any effort by Tenant to obtain certificates, permits, licenses and other approvals that may be required by any governmental authorities. ▇▇▇▇▇▇▇▇ agrees to execute any necessary applications, consents or other documents as may be reasonably necessary for Tenant to apply for and obtain the Government Approvals required to use and maintain the Premises and the Communications Facilities. (d) To the best of ▇▇▇▇▇▇▇▇’s knowledge, Landlord has complied and shall comply with all laws with respect to the Property. No asbestos-containing thermal insulation or products containing PCB, formaldehyde, chlordane, or heptachlor or other hazardous materials have been placed on or in the Property by Landlord or, to the knowledge of Landlord, by any prior owner or user of the Property. There has been no release of or contamination by hazardous materials on the Property by Landlord, or to the knowledge of Landlord, any prior owner or user of the Property. (e) Tenant shall have access to all utilities required for the operation of Tenant’s improvements on the Premises that are existing on the Property. (f) Landlord warrants and represents that there currently exist no licenses, sublicenses, or ot...

Covenants, Warranties and Representations. Artist warrants and represents to ANI that Artist:

Covenants, Warranties and Representations. (a) Until the Loan is paid and satisfied in full, Borrower agrees and covenants with the Lender: (i) Borrower will maintain its corporate existence; comply with all statutes, rules, orders and regulations the non-compliance with which would have an adverse affect on Borrower's existence or Borrower's ability to perform hereunder and under the Loan Documents; and not, without the prior written consent of Lender, consolidate with or merge into any other corporation. Borrower will not permit the authorization or issuance of any additional shares of any kind in Borrower or any other ownership interests in Borrower without the prior written consent of Lender, other than permitted in Borrower's Employee Stock Option Plan. (ii) Borrower will maintain FFH's corporate existence; comply with all statutes, rules, orders and regulations the non-compliance with which would have an adverse affect on FFH's existence; and not, without the prior written consent of Lender, consolidate with or merge FFH into any other corporation, including, without limitation, into Borrower. Borrower will not permit the authorization or issuance of any shares (other than the Stock) of any kind in FFH or any other ownership interests in FFH without the prior written consent of Lender. (iii) Borrower will protect, defend (with counsel satisfactory to Lender), indemnify and hold Lender harmless from and against any and all claims, losses, costs, liabilities and damages (including, without limitation, reasonable attorneys' fees and court costs) arising in connection with the Loan or the Collateral. Borrower's obligations under this Section 3 (a) (iii) shall survive the termination of this Agreement and the repayment of the Loan. (iv) Borrower will not cause or permit the sale, lease, transfer, assignment, mortgage or other disposition of all or any portion of, or any interest, direct or indirect, in any of Borrower's or FFH's assets, including, without limitation, the Collateral, including any sale, transfer or pledge of all or any shares of stock in Borrower, except for (A) transactions in the ordinary course of Borrower's business; (B) the liens created by existing security interests in favor of Norwest Bank, NA and Core States Bank, NA (the "Prior Liens"); and (C) the lien created by the Loan Documents. (v) Except for the security interest and liens granted to Lender pursuant to the Loan Documents, and except for the Prior Liens and except for purchase money security interests incurred in th...

Covenants, Warranties and Representations. Assignor covenants with, and warrants and represents to, Agent and Lenders that: 3.1 Assignor is and shall be the owner of the Assigned Contracts and Permits free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever except in favor of Agent;

Covenants, Warranties and Representations. Borrower hereby unconditionally covenants, warrants and represents to Lender as follows (which covenants, warranties and representations have been and will be relied upon by Lender in advancing funds to Borrower under the Loan Documents, and shall be deemed to be continuing covenants, warranties and representations made on a daily basis by Borrower):

Covenants, Warranties and Representations. Grantor hereby unconditionally covenants, warrants and represents to Agent and Lenders as follows (which covenants, warranties and representations have been and will be relied upon by Agent and Lenders in advancing funds to Borrowers under the Loan Documents): Section 3.1 Title to Collateral and Priority of this Instrument. Grantor has good, marketable and indefeasible fee simple title to the Property and Improvements, and good and marketable title to the Fixtures and Personalty, free and clear of any Liens options (except as set forth in the Leases), leases (other than the Leases), covenants and other rights, titles, interests or estates of any nature whatsoever except the Permitted Encumbrances. Except to the extent any of the following constitutes Excluded Property, this Security Instrument (a) constitutes a valid and enforceable first priority mortgage lien against the Property, Improvements and Fixtures; (b) creates valid and enforceable first priority security interest in and to the Personalty and, to the extent that the terms Leases and Rents include items covered by the Uniform Commercial Code as adopted in the State of New York, in the Leases and Rents; and (c) constitutes a valid and enforceable first priority assignment of the Leases and Rents not covered by such Uniform Commercial Code, all in accordance with the terms hereof.