Representations, Covenants, and Agreements Clause Samples
The 'Representations, Covenants, and Agreements' clause sets out the specific statements of fact (representations), ongoing promises (covenants), and mutual commitments (agreements) made by the parties in a contract. This clause typically details what each party asserts to be true at the time of signing, such as having the authority to enter the agreement, and outlines obligations that must be maintained throughout the contract, like compliance with laws or maintaining insurance. Its core function is to clearly define the parties' responsibilities and expectations, thereby reducing the risk of misunderstandings and providing a basis for legal recourse if any statements or promises are breached.
Representations, Covenants, and Agreements. (a) The parties expressly agree for all purposes to treat the Distribution as a tax-free distribution under section 355 and related sections of the Code, including section 361(c) of the Code (“Section 355 Tax Treatment”).
(b) Each of FIS and LPS expressly agrees (i) to comply (and to cause each of its Affiliated Companies to comply) with the representations set forth in the Ruling Documents and the Opinion Documents to the extent that the representations made therein are descriptive of such party, (ii) not to take (and to cause each of its Affiliated Companies not to take) any action within its control that would cause the Section 355 Tax Treatment not to apply (except where such action is required by law), and (iii) to take (and to cause each of its Affiliated Companies to take) any and all actions reasonably available to such party (or Affiliated Company), and to cooperate with the other parties, to support and defend the Section 355 Tax Treatment.
(c) FIS (on behalf of itself and all other members of the FIS Group) hereby represents and warrants that it has reviewed the information and representations made in the Ruling Documents and the Opinion Documents, and to its knowledge, all of such information and representations are true, correct, and complete in all material respects to the extent descriptive of or otherwise relating to FIS or any member of the FIS Group.
(d) LPS (on behalf of itself and all other members of the LPS Group) hereby represents and warrants that it has reviewed the information and representations made in the Ruling Documents and the Opinion Documents, and to its knowledge, all of such information and representations are true, correct, and complete in all material respects to the extent descriptive of or otherwise relating to LPS or any member of the LPS Group.
Representations, Covenants, and Agreements i. The parties expressly agree for all purposes to treat the Distribution as a tax-free distribution under Section 355 and related sections of the Code, including Section 361(c) of the Code ("Section 355 Tax Treatment."). Each of FNT and FIS also expressly agrees (A) to comply (and to cause each of its Affiliated Companies to comply) with the representations set forth in the Ruling Documents and the Opinion Documents to the extent that the representations made therein are descriptive of such party (which, for the avoidance of doubt, in the case of FIS shall not include representations relating to FNF), (B) not to take (and to cause each of its Affiliated Corporations not to take) any action within its control that would cause the Section 355 Tax Treatment not to apply (except where such action is required by law), and (C) to take (and to cause each of its Affiliated Companies to take) any and all actions reasonably available to such party (or Affiliated Company), and to cooperate with the other parties, to support and defend the Section 355 Tax Treatment; provided, however, that FIS shall be permitted to take any Contemplated Action.
ii. FNF and FNT have reviewed the information and representations made in the Ruling Documents and the Opinion Documents, and to their knowledge, all of such information and representations are true, correct, and complete in all material respects.
Representations, Covenants, and Agreements. Owner further represents and agrees that:
a. At all times, Owner shall be in compliance with the terms and provisions of the Loan Documents;
b. At least twenty percent (20%) of the Units (the “Affordable Units”) shall be occupied by Tenants (as defined in Paragraph 8 hereof) whose income, at the time of such Tenant’s initial occupancy, does not exceed the income limits for Low Income Tenants (as defined in Paragraph 8 hereof) and the remaining Units may be leased to tenants at market rents;
c. If, at any time, less than twenty percent (20%) of the Units are Affordable Units, the next available Unit must be rented to (or held vacant and available for immediate occupancy by) Low Income Tenants;
d. For the Affordable Units, the rents paid by Low Income Tenants shall not exceed thirty percent (30%) of the imputed income limitation of a Low Income Tenant, with adjustments for the number of bedrooms in the Affordable Unit as set forth in Section 42(g)(2)(C) of the Internal Revenue Code of 1986, as amended, provided, however, that if Owner receives a rental subsidy for the Affordable Unit pursuant to a Housing Assistance Payments (“HAP”) Contract with the Chicago Housing Authority (“CHA”) or any other federal, state, or local rental subsidy, including but not limited to a Housing Choice Voucher
e. On forms approved by CIC, Owner shall obtain from each prospective Low Income Tenant prior to his or her admission to the Property and by each September 30 of each year during each Low Income Tenant’s tenancy, a certification of income (the “Certification”). Owner shall submit such Certifications to CIC in the manner prescribed by CIC;
f. In the manner prescribed by CIC, Owner shall obtain written evidence substantiating the information given on such Certifications and shall submit such evidence substantiating the information to CIC in the manner prescribed by CIC. Within thirty (30) days after the end of each calendar year, Owner shall certify to CIC that, at the time of such certification and during the preceding calendar year, Owner was in compliance with the requirements of this Paragraph 3, or, if Owner is not or has not been in compliance with such requirements, Owner shall give notice to CIC of its failure to comply and the corrective action Owner is taking or has taken;
g. Owner shall annually submit a rent roll for the Affordable Units for CIC’s approval which includes the rent charged to each Low Income Tenant (the “Rent Schedule”), and the Owner shall not cha...
Representations, Covenants, and Agreements. (i) The parties expressly agree for all purposes to treat the Distribution as a tax-free distribution under Section 355 and related sections of the Code, including Section 361 (c) of the Code (the "Section 355 Tax Treatment"). Each party hereto also expressly agrees (A) to comply (and to cause each of its Affiliated Companies to comply) with the representations set forth in the Ruling Documents and the Opinion Documents, (B) not to take (and to cause each of its Affiliated Companies not to take) any action (except where such action is required by law) that is inconsistent with the treatment of the Distribution and all related transactions in accordance with the Section 355 Tax Treatment, and (C) to take (and to cause each of its Affiliated Companies to take) any and all actions reasonably available to such party (or Affiliated Company) to support and defend the Section 355 Tax Treatment.
(ii) FNF has reviewed the information and representations made in the Ruling Documents and, to its knowledge, all of such information and representations are true, correct, and complete in all material respects.
Representations, Covenants, and Agreements. The Company hereby represents to, and covenants and agrees with, the Secured Party that:
(a) Unless and to the extent the Secured Party shall otherwise consent in writing, the Company will not store, locate or maintain the Collateral in any location or account where the Secured Party would not have a perfected security interest, except for Collateral in transit to the purchaser thereof. As of the date hereof, the Company’s chief executive office and principal place of business, and the place where its books and records are kept, is at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and the Collateral is located at the locations set forth on Schedule 3(a) hereto; and the Company has no other places of business or locations of Collateral other than as set forth on Schedule 3(a) hereto. The Company has not transacted business at any time during the immediately preceding five-year period, and does not currently transact business, under any trade names other than Company’s legal name set forth in the preamble of this Agreement and the trade names set forth on Schedule 3(a) hereto. The Company will not maintain its chief executive office or places of business or the location of its books and records, or permit the Collateral to be located, at any location other than that specified pursuant to the second sentence of this clause 3(a), nor shall the Company change its name or transact business under any trade name, in each case without first providing the Secured Party 30 days’ prior written notice of its intent to do so and filing all copies of any financing statements or amendments thereto necessary to preserve the perfection of the Secured Party’s lien on and security interest in the Collateral, and, upon the request of the Secured Party, furnishing to the Secured Party an Opinion of Counsel with respect to such perfection, all of the foregoing to be reasonably satisfactory in form and substance to the Secured Party. The Company’s federal taxpayer identification number is ▇▇-▇▇▇▇▇▇▇ and Florida organizational number is 544013.
(b) The Company will perform its obligations under any contract or other agreement constituting a part of the Collateral such that no default or event of default shall occur thereunder, and will comply with the terms and conditions of any leases, easements, right-of-way agreements and other agreements binding upon the Company or affecting the Collateral which cover the premises wherein the Collateral is located and any orders, ordin...
Representations, Covenants, and Agreements. In order to induce the Lenders to enter into this Amendment, Borrower and the Guarantors each represents, warrants, covenants and agrees that:
Representations, Covenants, and Agreements. Regarding Collateral Generally 27
Representations, Covenants, and Agreements