Ratification; Representations Sample Clauses

Ratification; Representations. An instrument, executed by the Disposing Member and its Assignee, containing the following information and agreements, to the extent they are not contained in the instrument described in Section 3.03(d)(i)(A): (I) the notice address of the Assignee; (II) the Sharing Ratios after the Disposition of the Disposing Member and its Assignee (which together must total the Sharing Ratio of the Disposing Member before the Disposition); (III) the Assignee=s ratification of this Agreement and agreement to be bound by it, and its confirmation that the representations and warranties in Section 3.02(a) are true and correct with respect to it; (IV) representations and warranties by the Disposing Member and its Assignee that the Disposition and admission is being made in accordance with all applicable Laws; and (V) representations and warranties by the Assignee that it is an institutional Aaccredited investor@ within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the General Rules and Regulations under the Securities Act or that it is a Person all of whose equity owners are Aaccredited investors@ within the meaning of such Rule 501; provided that this Section 3.03(d)(i)(B)(V) shall not apply to a Disposition by the Class A Member to one of its Affiliates. Notwithstanding anything to the contrary herein, it shall be a condition precedent to all Dispositions and solicitations of Dispositions (through Auction or otherwise) that the Disposing Member and, in the case of Dispositions, its Assignee shall be in compliance will all applicable Laws.
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Ratification; Representations. Except as modified by this Amendment, the Existing Lease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and are hereby in all respects ratified and confirmed. Tenant represents and warrants to Landlord that, as of the date hereof, (a) the Existing Lease is in full force and effect and has not been modified except pursuant to this Amendment; and (b) there exist no valid abatements, causes of action, counterclaims, disputes, defenses, offsets, credits, deductions, or claims against the enforcement of any of the terms and conditions of the Lease against Tenant. If any conflict or inconsistency exists or arises between the terms of this Amendment and the terms of the Existing Lease, the terms of this Amendment shall prevail.
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Ratification; Representations. In all other respects, except as expressly modified herein, the Existing Lease is hereby ratified and confirmed. The submission of drafts of this document for examination and negotiation does not constitute an offer, or a reservation of or option for any of the terms and conditions set forth in this Second Amendment, and this Second Amendment shall not be binding upon Landlord or Tenant unless and until Landlord shall have executed and delivered a fully executed copy of this Second Amendment to Tenant. Tenant hereby represents and warrants to Landlord as follows: (i) the execution and delivery of this Second Amendment by Tenant has been duly authorized by all requisite limited liability company action, (ii) neither the Lease nor the interest of Tenant therein has been assigned, sublet, encumbered or otherwise transferred; (iii) to the best knowledge of Tenant, there are no defenses or counterclaims to the enforcement of the Lease or the liabilities and obligations of Tenant thereunder; (iv) except as set forth herein, Tenant is not entitled to any offset, abatement or reduction of rent under the Lease; (v) to the best knowledge of Tenant, neither Landlord or Tenant is in breach or default of any of its respective obligations under the Lease; (vi) Landlord has performed all work and constructed all improvements required pursuant to the Lease and, except for Landlord’s Second Amendment Contribution, has provided all allowances and contributions required pursuant to the Lease; and (vii) Landlord has made no representations or warranties, except as expressly and specifically set forth in this Second Amendment or as expressly and specifically set forth in the Lease as of the date of the Lease. To the best knowledge of Landlord, neither Landlord or Tenant is in breach or default of any of its respective obligations under the Lease.
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Ratification; Representations. Except as expressly provided herein, the Credit Agreement remains in full force and effect, and is hereby ratified and confirmed by the parties hereto. As a material inducement to the Administrative Agent and the Lenders to execute and deliver this Amendment, Borrower and each Guarantor (a) consent to the agreements in this Amendment and (b) agree and acknowledge that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the respective obligations of Borrower or any Guarantor under the Loan Documents to which it is a party, which Loan Documents shall remain in full force and effect, and all guaranties and Rights thereunder are hereby ratified and confirmed, (c) represent and warrant to the Administrative Agent and the Lenders that as of the effective date of this Amendment and as of the date of execution of this Amendment, (i) all representations and warranties in the Loan Documents are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, and (ii) after taking into account the waivers and amendments set forth in this Amendment, no Default or Event of Default exists.
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Ratification; Representations. In all other respects, except as expressly modified herein, the Existing Lease is hereby ratified and confirmed. The submission of drafts of this document for examination and negotiation does not constitute an offer, or a reservation of or option for any of the terms and conditions set forth in this First Amendment, and this First Amendment shall not be binding upon Landlord or Tenant unless and until Landlord shall have executed and delivered a fully executed copy of this First Amendment to Tenant. Tenant hereby represents and warrants to Landlord as follows: (i) the execution and delivery of this First Amendment by Xxxxxx has been duly authorized by all requisite limited liability company action,
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Related to Ratification; Representations

  • Ratification and Affirmation; Representations and Warranties Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

  • UNION REPRESENTATION 5.01 The Local Union may appoint or otherwise select a bargaining committee which shall be composed of not more than seven (7) employees one of whom will be designated as an alternate, and one of whom shall be employed in maintenance. Such committee, together with representatives of the Union shall represent the Union in all negotiations with representatives of the Board for a renewal of this Agreement. The local union shall notify the Board in writing of the names of its bargaining committee members prior to the start of negotiations. 5.02 The Local Union may also appoint or otherwise select up to seven (7) stewards one of whom will be selected as the Chief Xxxxxxx. One of such stewards shall be designated to represent the employees engaged in caretaking in each Field Service Area of the Board, and one of such stewards shall be designated to represent those engaged in maintenance, courier, and warehousing services. In the absence of the designated stewards one of the other stewards may act in their place. The Local Union's Chief Xxxxxxx shall co-ordinate the activities of such stewards. 5.03 A xxxxxxx'x function shall be to assist an employee in the preparation and presentation of grievances to the employee's supervisor and in the event of any violation of Article 4 by any employees to instruct them to return to work and perform their usual duties. A xxxxxxx, with the prior permission of the xxxxxxx'x immediate supervisor, shall be reasonably allowed such time off as is necessary for the prompt investigation and settlement of grievances. The Board will compensate stewards and Union officers for any portion of their regularly scheduled work time spent with the permission of the Board in servicing grievances. The Board may revoke this compensation if it reasonably believes that the time off for servicing grievances is being abused. 5.04 Members of the bargaining committee shall suffer no loss in pay for any portion of their regularly scheduled work time spent in attending negotiations with the Board. 5.05 The Local Union shall notify the Board in writing of the names of its officers, Chief Xxxxxxx and stewards. 5.06 The President of the Local union shall be supplied a copy of Board Corporate Services and Human Resources Committee meeting agendas and Regular Board meeting agendas, 48 hours prior to the meeting/s.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Reliance on Representations Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. Purchaser represents and warrants to the Company that any information that Purchaser has heretofore furnished or furnishes herewith to the Company is complete and accurate, and further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Securities. Within five (5) days after receipt of a request from the Company, Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is subject.

  • Reaffirmation of Representations and Warranties Each acceptance by the Company of an offer for the purchase of Notes (whether to one or more Agents as principal or through an Agent as agent), and each delivery of Notes (whether to one or more Agents as principal or through an Agent as agent), shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to such Agent(s) or to the purchaser or its agent, as the case may be, of the Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).