Representations and Warranties Certain Covenants Clause Samples
Representations and Warranties Certain Covenants. SECTION (a) The General Partner hereby represents and warrants to the Owner that:
(i) the General Partner (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and legal right to own and operate its properties and to carry on its business as presently conducted, and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the General Partner to perform its obligations hereunder;
(ii) the General Partner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith;
(iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions, and variances of, and notices to or filings with, any governmental or public body and other proceedings to be taken by or on the part of the General Partner to authorize the General Partner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken;
(iv) this Agreement has been duly authorized, executed and delivered by the General Partner and, assuming the due authorization, execution and delivery of this Agreement by the Owner, this Agreement constitutes the legal, valid and binding obligation of the General Partner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
(v) the execution, delivery and performance hereof by the General Partner and any obligations contemplated herein will not result in any violation of any term of the articles of incorporation or the by-laws of the General Partner, do not require stockholder approval or the approval or consent of any trustee or holders of indebtedness of the General Partner except such as have been obtained prior to the date hereof and will not conflict with or result in a breach in any material respect of any terms or provisions of, or constitute a default under, or result in th...
Representations and Warranties Certain Covenants. Each of EEMC and EPMI hereby represents and warrants to the other party hereto that (i) the execution, delivery and performance of this Agreement by it are within its corporate powers, and have been duly authorized by all necessary corporate or other action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses, (iii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of any other party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement and (iv) it has obtained all consents and approvals of governmental authorities as may be applicable to it with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
Representations and Warranties Certain Covenants. Borrower hereby represents and warrants (which representations and warranties likewise shall be deemed to have been renewed by Borrower upon each Borrowing under the Credit Agreement) that:
(i) Borrower has the complete and unconditional authority to pledge the Pledged Collateral;
(ii) Borrower holds the Pledged Collateral free and clear of any and all liens, charges, encumbrances and security interests thereon (other than in favor of the Agent) and has good right, title and legal authority to pledge the Pledged Collateral in the manner contemplated herein; (iii) all membership interests or stock now owned or hereafter owned by Borrower and constituting or which will constitute Pledged Collateral hereunder is, or will be on date of pledge thereof, validly issued, fully paid and non-assessable; and (iv) no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (1) for the pledge by Borrower of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Borrower or (2) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with the exercise of such rights or remedies by laws affecting the voting, offering and sale of securities generally).
Representations and Warranties Certain Covenants. 12.1 Each Party represents and warrants to the other that, as of the Effective Date: (a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action; and (c) this Agreement is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
12.2 Licensor represents and warrants to Licensee that as of the Effective Date of this Agreement:
12.2.1 Schedule 1 attached hereto contains a true and complete list of the Licensor Background IPR including any Patents existing as of the Effective Date. The Licensor Background IPR listed on Exhibit A include all of the patents and patent applications Controlled by Licensor or any of its Affiliates as of the Effective Date that relate to the Licensor Technology.
12.2.2 Licensor (i) has the right to grant the licenses that it purports to grant in Clause 2.1; and (ii) has not granted to any Third Party any licence or other right with respect to a Product or Patents that conflicts with the licence and rights granted to Licensee herein;
12.2.3 except for any Third Party Licence Agreements, there are no agreements in effect as of the Effective Date between (a) Licensor and any of its Affiliates or (B) Licensor or any of its Affiliates and a Third Party, in each case under which rights with respect to the Licensor Technology are being licensed to Licensor or any of its Affiliates;
12.2.4 (A) each of the Third Party Licence Agreements remains in full force and effect, (B) (i) Licensor (and each of its Affiliates, as applicable) and, (ii) to Licensor’s knowledge, each counterparty to a Third Party Licence Agreement, are each in compliance in all material respects with the terms of the applicable Third Party Licence Agreement (including any applicable diligence requirements), (C) all necessary consents, approvals, and authorisations under ...
Representations and Warranties Certain Covenants. Pledgor hereby represents, warrants and covenants to and with Pledgee that:
(a) Pledgor (i) is and will at all times during the term hereof continue to be the direct owner, beneficially and of record, of the Securities Collateral free and clear of all Liens (except for the Lien and security interest of Pledgee pursuant to this Pledge Agreement and of Oxford with respect to the Oxford Lien, if any), (ii) has made and will make no assignment, pledge, hypothecation, transfer or any disposition of, or create any Lien or other security interest in, the Securities Collateral (other than pursuant to the Oxford Lien and) and (iii) will cause any and all Securities Collateral, whether for value paid by Pledgor or otherwise, to be forthwith deposited with Pledgee and pledged and assigned hereunder, subject to the rights of Oxford with respect to the Oxford Lien, if any; provided, however, that upon release of the Oxford Lien, Pledgor agrees promptly to deliver, or cause to be delivered, to Pledgee any and all Securities Collateral together with any and all other certificates, instruments or documents representing or relating to transfer, possession or control of any of the Securities Collateral reasonably requested by and satisfactory to Pledgee.
(b) Pledgor (i) has good and indefeasible title, right and legal authority to enter into this Pledge Agreement and to pledge the Securities Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all attachments, Liens, claims, security interests or other impediments of any nature;
(c) no consent or approval of any governmental authority or other person or entity was or is necessary to the validity of the pledge effected pursuant to this Pledge Agreement;
Representations and Warranties Certain Covenants. (a) The Assignor represents and warrants that:
Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below).
(b) Pledgor covenants that:
(i) except for the Security Interest granted hereby, the security interests permitted under or otherwise contemplated hereby and the repurchase agreement provided
Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below).
(b) Pledgor covenants that:
(i) except for the Security Interest granted hereby and the security interests permitted under or otherwise contemplated hereby ("Permitted Encumbrances"), Pledgor will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Pledged Collateral, and will defend the Pledged Collateral against, and take such action as is necessary to remove, any such lien, and will defend the Security Interest against the claims and demands of all persons; and
(ii) Pledgor shall advise the Secured Party promptly, in reasonable detail, of any lien or claim made or asserted against any of the Pledged Collateral; and of the occurrence of any other event which would have a material adverse effect on the enforceability of the Security Interest created hereunder.
Representations and Warranties Certain Covenants. VisionMaker hereby represents, warrants and covenants that VisionMaker is free to enter into this Agreement and VisionMaker is not and will not be subject to any conflicting agreements. If at any time the VisionMaker is or becomes aware of any real or potential conflict of interest between VisionMaker’s obligations under this Agreement and any other circumstance, VisionMaker shall promptly (and in no event later than three (3) business days after becoming aware of same) notify FFP in writing setting out in detail the circumstances of that conflict. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7 AND IN SECTION 9(a), VISIONMAKER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND. ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
Representations and Warranties Certain Covenants. (a) Stockholder hereby represents and warrants that he is the legal and equitable owner of the Restricted Shares free and clear of all liens, charges, encumbrances and security interests of every kind and nature.
(b) Stockholder covenants that:
(i) Stockholder will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Restricted Shares, and will defend the Restricted Shares against, and take such action as is necessary to remove, any such lien; and
(ii) Stockholder shall advise the Company promptly, in reasonable detail, of any lien or claim made or asserted against any of the Restricted Shares.