OWNER REPRESENTS Sample Clauses

OWNER REPRESENTS. (i) as of the Effective Date, except as otherwise set forth in the filing of the Registration Statement on Form S-1 by XM Satellite Radio Inc. with the U.S. Securities and Exchange Commission on July 23, 1999, Registration No. 333-38619, Owner is not a party to any legal, administrative, arbitral, investigatory or other proceeding or controversy pending or, to the best of its knowledge, threatened, which reasonably would be expected to have a Material Adverse Effect.
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OWNER REPRESENTS. The Equipment is completely and accurately described as set out In Exhibit A. Owner is now the beneficial owner of the Equipment and the Equipment is not subject to any claim by any person or to any registered or unregistered charges, liens or interests of any nature or in any way arising excepting only as fully set out in Exhibit A. The Equipment is not subject to the collection or attraction of any taxes, liens or claims of any authority of competent jurisdiction of any kind and nature, notwithstanding any past, present or future use to which the Equipment may have been, presently is or hereafter may be put. Owner is the true owner of the Equipment with full right and authority to sell such Equipment. Except as specified on this contract, the Equipment is free and clear of all liens, encumbrances, or claims by any other persons.
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OWNER REPRESENTS. The Owner hereby represents and warrants to Broker and Manager that Owner is the sole Owner in fee simple title to the property or is fully authorized to enter into this agreement as a binding enforceable agreement of the Owner’s property. Owner has full right, power and authority to engage and appoint Broker and Manager for the purposes and consideration set forth herein and to enter into this agreement. Owner represents that the property is not currently the subject to any outstanding contract for sale, option to purchase, contract for deed, nor any other contractual obligation which would conflict with, preclude or prohibit Manager or Broker from discharging their duties described herein. Owner further warrants there is no default by Owner with respect to any promissory note secured by a lien against the property, and the property is not currently under foreclosure nor has Owner received any notice threatening foreclosure or acceleration of any mortgage note or other obligation secured by the property. Owner shall furnish Broker and Manager copies of all notices of default, threatened acceleration, or foreclosure of a lien secured by the property. Owner has no knowledge of any environmental hazards related to the property. SAVE HARMLESS AND INDEMNITY: Owner agrees to indemnify Broker, Management Company, their agents, independent contractors and employees, from all claims, suits and charges that may arise out of this agreement due to the misrepresentation or negligence of the Owner and to carry public liability insurance. Owner agrees to provide Management Company with proof of insurance and a copy of the declaration page. Owner further agrees to have Management Company listed with insurance carrier as a certificate holder. Owner agrees to indemnify Management Company and/or Broker for any damages suffered as a result of any lapse in or failure by Owner to maintain adequate insurance coverage. Owner shall bear all risks or damage and lost income due to actions or inactions of tenant. Management Company’s liability for all acts shall be limited to a sum equal to the management fees earned by Management Company during the term of this agreement. Owner agrees that Management Company is in no way responsible for nonpayment of or theft of any utility service by tenant(s). In the event the property is subject to the rules and/or regulations of a homeowners/condominium association, the Owner shall be responsible for providing and updating Management Company wi...
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OWNER REPRESENTS. A) OWNER represents and warrants that the OWNER has full power and authority to enter into this Agreement or the person signing this agreement has the authority to execute this agreement; that there are no written nor oral Agreements affecting the Property other than disclosed tenant leases, copies of which have been furnished to TPM; that there are no recorded easements, restrictions, defaults, reservations, or rights of way which adversely affect the use of the Property for the purposes intended under this Agreement; that the Property is zoned for the intended use; that all permits for the operation of the Property have been secured and are current; that the building and its construction and operation do not violate any applicable statutes, laws, ordinances, rules, regulations, orders or the like; and that the information supplied by OWNER is dependable and accurate. OWNER is NOT in any legal proceedings including Bankruptcy and should OWER commence or become involved any proceedings OWNER will notify TPM within 7-Days. OWNER understands the inherent risk with management and rental of unit.
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OWNER REPRESENTS. The Owner hereby represents and warrants to Manager that they are the sole owners of fee simple title to the property or is fully authorized to enter into this exclusive agreement as a binding enforceable agreement of the Owner’s property. Owner has full right, power and authority to engage and appoint the Manager for the purposes and consideration herein set forth and to enter in to this agreement. Owner represents that the property is not currently subject to any outstanding contract of sales, option to purchase, contract for deed, or any other contractual obligation which would conflict with, preclude, or prohibit Manager from discharging its duties described herein. Owner further warrants there is not default by Owner with respect to any promissory note secured by alien against the property, and the property is not currently posted for foreclosure nor has Owner received any notice threatening foreclosure or acceleration of any mortgage note or other obligation secured by the property. Owner shall furnish Manager with copies of all notices of default, threatened acceleration of a lien securing the property. Owner has no knowledge of any environmental hazards related to property and agrees that if any environmental hazards arise that the Owner takes full responsibility for any cost in removing such hazards. The owner hereby represents and warrants that there is no personal property or other belongings behind at the subject premises and that Manager shall not be responsible for the loss of any personal property that the Owner may have left behind or stored at the subject rental property.
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Related to OWNER REPRESENTS

  • Borrower’s Representations Borrower hereby represents and warrants to Lender as follows:

  • Lender Representations (i) Each Lender represents that it is either (1) a corporation or banking association organized under the laws of the United States of America or any state thereof or (2) it is entitled to complete exemption from United States withholding tax imposed on or with respect to any payments, including fees, to be made to it pursuant to this Agreement (A) under an applicable provision of a tax convention to which the United States of America is a party or (B) because it is acting through a branch, agency or office in the United States of America and any payment to be received by it hereunder is effectively connected with a trade or business in the United States of America. Each Lender that is not a corporation or banking association organized under the laws of the United States of America or any state thereof agrees to provide to the Borrower and the Agent on the Closing Date, or on the date of its delivery of the Assignment pursuant to which it becomes a Lender, and at such other times as required by United States law or as the Borrower or the Agent shall reasonably request, two accurate and complete original signed copies of either (A) Internal Revenue Service Form 4224 (or successor form) certifying that all payments to be made to it hereunder will be effectively connected to a United States trade or business (the "Form 4224 Certification") or (B) Internal Revenue Service Form 1001 (or successor form) certifying that it is entitled to the benefit of a provision of a tax convention to which the United States of America is a party which completely exempts from United States withholding tax all payments to be made to it hereunder (the "Form 1001 Certification"). In addition, each Lender agrees that if it previously filed a Form 4224 Certification, it will deliver to the Borrower and the Agent a new Form 4224 Certification prior to the first payment date occurring in each of its subsequent taxable years; and if it previously filed a Form 1001 Certification, it will deliver to the Borrower and the Agent a new certification prior to the first payment date falling in the third year following the previous filing of such certification. Each Lender also agrees to deliver to the Borrower and the Agent such other or supplemental forms as may at any time be required as a result of changes in applicable law or regulation in order to confirm or maintain in effect its entitlement to exemption from United States withholding tax on any payments hereunder, provided that the circumstances of such Lender at the relevant time and applicable laws permit it to do so. If a Lender determines, as a result of any change in either (i) a Governmental Requirement or (ii) its circumstances, that it is unable to submit any form or certificate that it is obligated to submit pursuant to this Section 4.06, or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify the Borrower and the Agent of such fact. If a Lender is organized under the laws of a jurisdiction outside the United States of America, unless the Borrower and the Agent have received a Form 1001 Certification or Form 4224 Certification satisfactory to them indicating that all payments to be made to such Lender hereunder are not subject to United States withholding tax, the Borrower shall withhold taxes from such payments at the applicable statutory rate. Each Lender agrees to indemnify and hold harmless the Borrower or Agent, as applicable, from any United States taxes, penalties, interest and other expenses, costs and losses incurred or payable by (i) the Agent as a result of such Lender's failure to submit any form or certificate that it is required to provide pursuant to this Section 4.06 or (ii) the Borrower or the Agent as a result of their reliance on any such form or certificate which such Lender has provided to them pursuant to this Section 4.06.

  • Holder Representations The Holder hereby represents and warrants to the Company that:

  • Assignor’s Representations The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]

  • Seller Representations Seller hereby represents and warrants that:

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • The Adviser’s Representations The Adviser represents, warrants and agrees that:

  • Manager's Representations The Manager represents and warrants that (i) it is registered as an investment adviser under the Investment Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisers Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) it has the authority to enter into and perform the services contemplated by this Agreement, and (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • Purchaser Representation Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

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