Representations and Warrantees. Each Assignor does affirm, represent and warrant to XTREME as follows: (1) that he, she or it has been duly authorized and properly constituted and empowered to execute this Agreement and convey the rights, title and interests conveyed herein and the party signing on behalf of such Assignor is duly authorized and empowered to 'execute and deliver same of such Assignor's behalf; (2) that this Agreement is binding upon each Assignor; (3) that Assignor has not otherwise sold, hypothecated, transferred or assigned any part of the right, title or interest to the Well after assignment, except to another party to this Agreement who is bound hereby; (4) that Assignor has not contracted for, agreed to or become obligated to sell, hypothecate, transfer or assign all or any part of the right, title or interest to the Well after the date of the this Agreement; (5) that Assignor has not permitted nor suffered to occur any debt or lien or claim to arise or attach to any right, title or interest to the Cookie Well held by such Assignor; (6) no Assignor or affiliate of Assignor has retained or attempted to retain any interest in the Lionheart. Well except as provided herein (all such contrary provisions or attempts to the contrary being declared by Assignors to be null and void); (7) that Xxxxx Xxxxxxxx is fully empowered and acting as a the sole managing member for GPR and SKLC able to execute and deliver the Assignment and bind these two Assignors conveying the interest described therein; and (8) no Assignor will accept or attempt to obtain any leased mineral interest or working interest in the section in which the Lionheart Well is situated.
Representations and Warrantees. Each party for itself makes the following representations and warranties to the other party:
Representations and Warrantees. Each Guarantor hereby represents and warrants to the Co-Administrative Agent and the Lenders that each of the representations and warranties set forth in Article VI (other than Sections 6.05(c), 6.06 and 6.09) of the Credit Agreement that are applicable to such Guarantor are true and correct in all material respects (or, if such representation or warranty is qualified by materiality or material adverse effect, it shall be true and correct in all respects as drafted) as of the date hereof and as of the date of each Credit Extension under the Credit Agreement.
Representations and Warrantees the Parties’ representations and warranties set forth in Article 5 of the Agreement; Annex – unless explicitly specified otherwise, the annex(s) to the Agreement (as the context may require), are integral part of the Agreement and are effective in conjunction with it;
Representations and Warrantees. DEVELOPER hereby represents and warrants to the CITY as follows:
Representations and Warrantees. The Borrower and CP Limited represent and warrant to the Bank that:
Representations and Warrantees. The Seller hereby represents and warrants that: (a) the representations and warranties made by it under the Master Xxxx of Sale and under the Purchase Agreement are true and correct on and as of the date of the Milestone Schedule; and (b) that this Milestone Schedule has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
Representations and Warrantees. 6 Section 3.01. Representations and Warranties of the Sellers..........................................6 Section 3.02. Representations and Warranties the Issuer.............................................14 Section 3.03. Purchase or Substitution Required upon Breach of Certain Representations and Warranties....................................................15 Section 3.04. Requirements for Purchase or Substitution of Contracts................................16
Representations and Warrantees. In order to induce the Lenders to enter into this Agreement and to make the Advances provided for herein, the Company for itself, the Parent and each of its Subsidiaries makes, on or as of the occurrence of each such Credit Event (except to the extent such representations or warranties relate to an earlier date or are no longer true and correct in all material respects solely as a result of transactions not prohibited by the Loan Documents), the following representations and warranties to the Agent and the Lenders:
Representations and Warrantees. CONSULTANT represents and warrants that CONSULTANT is free to enter into this AGREEMENT and perform the consulting services provided for in this AGREEMENT. CONSULTANT agrees that all information CONSULTANT discloses to SEPRACOR shall be received by SEPRACOR without further obligation to CONSULTANT than as provided herein. CONSULTANT also represents that, except as he has disclosed in writing to SEPRACOR, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his performance of services under this AGREEMENT or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. CONSULTANT further represents that his performance of all the terms of this AGREEMENT does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by him in confidence or in trust prior to the commencement of this AGREEMENT, and he will not disclose to SEPRACOR or induce SEPRACOR to use any confidential or proprietary information or material belonging to any previous employer or others. If CONSULTANT is aware of circumstances under which SEPRACOR may not be free to use CONSULTANT's information without liability of any kind, or the use of which by SEPRACOR would result in a possible infringement of one or more unexpired patents or other proprietary rights known to CONSULTANT, then CONSULTANT agrees to disclose such circumstances to SEPRACOR and, upon disclosure of such circumstance, CONSULTANT shall be under no obligation to disclose further related information to SEPRACOR.
