Representation, Warranty and Covenant. ActaMed represents, warrants, and covenants to SBCL as follows:
Representation, Warranty and Covenant. Tenant represents, warrants and covenants that:
Representation, Warranty and Covenant. Each of Bovi and Xxxxxxx hereby represent and warrant to the Company, severally and not jointly, that the shares of Company common stock received by him in the Merger are owned by him, and have not been sold, pledged, assigned or otherwise transferred. Each of Bovi and Xxxxxxx hereby covenant and agree, severally and not jointly, that he will not sell, pledge, assign, or otherwise transfer any of such shares prior to January 1, 2006, other than a transfer of such shares to the Company pursuant to the terms of this Agreement.
Representation, Warranty and Covenant. SHARP represents and warrants to, and covenants with, CELGENE that it shall render its services hereunder in compliance with all applicable laws and regulations, including, but not limited to, those dealing with occupational safety and health, those dealing with public safety and health, those dealing with protecting the environment, and those dealing with disposal of wastes.
Representation, Warranty and Covenant. Landlord covenants, represents and warrants to Tenant as follows: (i) that Landlord owns fee simple title to the Premises; (ii) that Landlord has the full right, power and authority, without the consent or approval of any other party, to enter into this Lease and perform the obligations on the part of the Landlord to be kept and performed; (iii) that said entire property comprising the Premises is now and shall be as of the date of the recording of a Memorandum of Lease as defined in Section 19.3, free and clear of all liens, encumbrances and restrictions, except for those items set forth on Exhibit C attached hereto and made a part hereof; and (iv) that upon Tenant paying the rents and keeping the agreements of this Lease on its part to be kept and performed, Tenant shall have peaceful uninterrupted possession of the entire Premises during the Term; it being understood, however, that Landlord shall not be responsible for the acts or omissions of any third party which may interfere with Tenant’s use and enjoyment of the Premises unless caused by the negligence or willful misconduct of Landlord or in the event that the Landlord has failed to enforce the Tenant’s rights under Article 5. Prior to the Effective Date, Landlord has delivered to Tenant evidence of Landlord’s title to the Premises. Landlord warrants and represents to Tenant that no encumbrance or restriction imposed upon the Premises, whether or not described in this Section 7.1, shall impair or restrict any right granted to Tenant or derived by Tenant under this Lease.
Representation, Warranty and Covenant. Purchaser hereby represents, warrants and covenants, as to itself and the Contingent Payment Collateral pledged by it hereunder, to MGIC and Radian that as of the Contingent Payment Security Interest Effective Date, subject to the repayment in full of the Original Credit Facility or, if applicable, any Permitted Replacement Facility, it will have the power and right to grant a security interest in the Contingent Payment Collateral. As part of any transfer of units in Sxxxxxx to any Affiliate of Purchaser as referred to in clause (y) of the definition of “Designated Portion” in Section 6.1 above, Purchaser shall obtain from such Affiliate an agreement (of which MGIC and Radian shall be third party beneficiaries) to the effect that such Affiliate shall grant the security interest contemplated in such clause.
Representation, Warranty and Covenant. Seller, and its officers and directors in their respective capacity as Chief Executive Officer and Chief Financial Officer, represent, warrant and covenant to MUG that all amounts represented by Seller are to be used for working capital for Seller and that no Event of Default has occurred and is continuing. Each party to this Addendum warrants and represents to the other that it has full power and authority to enter in this Addendum and the transactions contemplated hereunder, and to perform all obligations hereunder and that this Addendum is valid, binding and enforceable against such party in accordance with its terms.
Representation, Warranty and Covenant. Healtheon represents, warrants, and covenants to SBCL as follows:
Representation, Warranty and Covenant. Each of Bovi and Colucci hereby represent axx xxxxant to the Company, severally and not jointly, that the shares of Company common stock received by him in the Merger are owned by him, and have not been sold, pledged, assigned or otherwise transferred. Each of Bovi and Colucci hereby covenant anx xxxxx, severally and not jointly, that he will not sell, pledge, assign, or otherwise transfer any of such shares prior to January 1, 2006, other than a transfer of such shares to the Company pursuant to the terms of this Agreement.
Representation, Warranty and Covenant. The Company hereby (a) represents, warrants and covenants that the proceeds of the Offering (net of reasonable and documented fees and expenses incurred in connection therewith) shall be applied to repayment of (i) first, the principal repayment installments of the Term Loans on a pro-rata basis, in accordance with the Term Lenders’ respective Applicable Percentages in respect of the Term Facility, and (ii) second, outstanding Revolving Credit Loans (with no corresponding reduction of the Revolving Credit Facility), in accordance with the Revolving Credit Lenders’ respective Applicable Percentages in respect of the Revolving Credit Facility; and (b) agrees that any failure to so apply such proceeds within two Business Days following the receipt thereof shall constitute an immediate Event of Default under the Credit Agreement.
