REPRESENTATIONS OF Clause Samples

REPRESENTATIONS OF. [ ] makes the following representations on which the Issuing Entity is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of the Agreement and shall survive the sale of the Receivables to the Issuing Entity and the pledge thereof to the Trustee pursuant to the Indenture.
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REPRESENTATIONS OF the Lessee and the Guarantors - Tax Returns. Section 8.2(m) of the Participation Agreement shall be amended by deleting the phrase "Section 10.2(b)" in the last line thereof and substituting in its place the phrase "Section 10.2(a)" therefor.
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REPRESENTATIONS OF. BORROWER Borrower represents and warrants that:
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REPRESENTATIONS OF hereby represents to the Company that ______________has read and fully understands the provisions of this Agreement and the Plan and his or her decision to participate in the Plan is completely voluntary. Further, _____________ acknowledges that ______________ is relying solely on his or her own advisors with respect to the tax consequences of this restricted stock award.
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REPRESENTATIONS OF. Conserver Regarding the Shares ------------------------------------------------- Conserver hereby represents and warrants to the Company that (i) Conserver will have the full right, power and authority to enter into this Agreement and to issue the Shares to the Company on the Effective Date as herein provided, free and clear of any lien, encumbrance, security interest, or pledge created by Conserver (collectively referred to as "Encumbrances"), (ii) upon consummation of the Transactions contemplated by this Agreement and registration of the Shares in the name of the Company in the stock records of Conserver, the Company will acquire good and valid title to the Shares, free and clear of all Encumbrances, subject to the Escrow, if any, and (ii) as of the date hereof Conserver has the capitalisation set forth on Schedule 3 hereto.
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REPRESENTATIONS OF. The Transferors And Each Additional Transferor Pursuant To The Receivables Securitisation Agreement........................................................................
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REPRESENTATIONS OF. EMMES Emmes represents, warrants and covenants that: 6.1. The Emmes Personnel, which includes independent contractors and/or EMMES Affiliates or Subsidiaries, used to provide Services, the Services rendered, and any Work Product provided pursuant to this Agreement and each Work Order shall comply with and conform to all applicable federal and state laws, statutes, rules, regulations and orders (including all applicable approval and qualification requirements there under), including without limitation, the US Food, Drug and Cosmetic Act as applicable and as amended, and all applicable regulations thereunder, and with adherence to Good Clinical Practices (“GCP”), the provisions of this Agreement, the applicable Work Order, and the Protocol to which such Work Order relates (if applicable). 6.2. Emmes has all licenses, permits and authorizations necessary or required by applicable law or regulation to perform all Services required to be performed pursuant to this Agreement and any Work Order; 6.3. Emmes’ Personnel are professionally trained and duly qualified and have the equipment, experience and expertise to perform the Services set forth in any Work Order signed by it, and that all such Services shall be performed in a manner commensurate with professional standards generally applicable in the industry. If Customer notifies Emmes that any of its staff fail to demonstrate those skills, Emmes will use commercially reasonable efforts to promptly provide Customer with a suitable replacement; 6.4. The execution, delivery and performance of this Agreement by Emmes has been duly authorized by all requisite corporate action; this Agreement constitutes Emmes’ legal, valid and binding obligation, enforceable against Emmes in accordance with the terms hereof; and the execution, delivery and performance of this Agreement by Emmes will not violate or conflict with any other agreement or instrument to which Emmes is a party; 6.5. To the best of its knowledge, Emmes does not and will not employ or contract with any person who is or has in the past been suspended or debarred by the United States Food and Drug Administration under the Food, Drug and Cosmetic Act or under the Generic Drug Enforcement Act or convicted under the Food, Drug and Cosmetic Act or under the Generic Drug Enforcement Act, or under any other applicable law; 6.6. Emmes will not enter into any Work Order unless it has sufficient time to dedicate to the provision of the Services to ensure that the Servic...
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REPRESENTATIONS OF 
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Related to REPRESENTATIONS OF

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of GFS GFS represents and warrants to the Trust that: (i) it is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska; (ii) it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement; (iii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (iv) it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.

  • Representations and Warranties of the Undersigned The undersigned hereby represents and warrants to and covenants with the Company that:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.