Required Representations Sample Clauses
The "Required Representations" clause obligates one or both parties to formally state certain facts or conditions as true at the time of entering into the agreement. These representations may include assurances about authority to contract, compliance with laws, or the accuracy of information provided. By requiring these statements, the clause helps ensure that both parties are entering the agreement based on accurate and reliable information, thereby reducing the risk of misunderstandings or misrepresentations.
Required Representations. (a) The Purchaser represents and warrants, for purposes of Chapter 2271 of the Texas Government Code, that at the time of execution and delivery of this agreement, none of the Purchaser, or any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Purchaser, boycotts Israel. The Purchaser agrees that, except to the extent otherwise required by applicable federal law, including, without limitation, 50 U.S.C. Section 4607, neither the Purchaser, nor any wholly- owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Purchaser, will boycott Israel during the term of this agreement. The terms "boycotts Israel" and "boycott Israel" as used in this subsection (a) has the meaning assigned to the term "boycott Israel" in Section 808.001 of the Texas Government Code.
(b) The Purchaser represents and warrants, for purposes of Subchapter F of Chapter 2252 of the Texas Government Code, that at the time of execution and delivery of this agreement neither the Purchaser, nor any wholly owned subsidiary, majority- owned subsidiary, parent company or affiliate of the Purchaser, (i) engages in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" as used in this subsection (b) has the meaning assigned to such term in Section 2252.151 of the Texas Government Code.
Required Representations. In connection with and as a condition to being paid Reimbursable Expenses, Manager represents and warrants to Corporation and Trustee the following: (i) Reimbursable Expenses represent reimbursement of costs paid by Manager or its Affiliates to Unrelated Third Parties (including payments of salaries, wages, compensations and benefits payable to Manager's employees) for the reasonable and actual costs of providing services, supplies, goods, products or equipment hereunder to the Hotel and all participating Other Hilton Hotels, (ii) the Reimbursable Expenses do not include any Direct or Indirect Profit received by Manager or an Affiliate of Manager, (iii) to the extent Reimbursable Expenses represent an allocation of costs between the Hotel and Other Hilton Hotels, the allocation of the Reimbursable Expenses among Hotel and all participating Other Hilton Hotels are based on fair, reasonable and equitable allocations established in accordance with reasonable accounting procedures, consistently applied (which accounting procedures shall at all times comply with the requirements of Section 2.20.1), and (iv) without limiting clause (iii) preceding, the Hotel's allocated share and each participating Other Hilton Hotel's allocated share of any such allocated Reimbursable Expenses are and shall be determined using the same formula(s) (including fair, reasonable and equitable variables consistently applied). Manager shall indemnify and hold harmless Corporation and the Trustee in its individual capacity and as Trustee for the benefit of the Bondholders from and against any and all damages, expenses, liabilities or obligations that arise out of a breach of any such representation and warranty.
Required Representations. The sub- mission must include representations to the effect that (1) the issuer is within the scope of section 3 of this revenue proce- dure; (2) the issuer properly computed the amount required to be paid with regard to the contracts in accordance with section
Required Representations. Each entry must be appropriate for public viewing. Without limiting the foregoing, each entry must not be lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, violate any laws or otherwise contain content which Event Staff in its sole discretion decides is inappropriate or objectionable. Your entry must also not disparage or cast a negative light on any person, entity, or brand, product, or service. Event Staff reserve the right in its sole discretion to not consider any entry for the Event if it believes the entry violates or potentially violates any of the foregoing requirements or otherwise fails to comply with any provision of these Terms.
Required Representations. In connection with and as a condition to being paid Reimbursable Expenses, Manager represents and warrants to Owner and Trustee the following: (i) Reimbursable Expenses represent reimbursement of costs paid by Manager or its Affiliates to unrelated third parties (including payments of salaries, wages, compensations and benefits payable to Manager’s employees) for the reasonable and actual costs of providing services, supplies, goods, products or equipment hereunder to the Hotel and all participating Other Omni Hotels, (ii) the Reimbursable Expenses do not include any Direct or Indirect Profit received by Manager or an Affiliate of Manager during any Operating Year which, together with any Direct or Indirect Profit received pursuant to Sections 2.4.8, 2.25.1 and 2.25.3 would exceed five percent (5%) of the total Management Fee, the Centralized Services Fees and Charges and Eligible Employee Compensation Pool owed to Manager during such Operating Year (provided, however, that the amounts of the Centralized Services Fees and/or Eligible Employee Bonus Pool shall be excluded from such calculation to the extent such amounts are no longer being paid to the Manager based on the fixed amounts set forth in Section 3.2.1 and Section 2.21.2.2(i), respectively), (iii) to the extent Reimbursable Expenses represent an allocation of costs between the Hotel and participating Other Omni Hotels, such allocation among the Hotel and all participating Other Omni Hotels will be based on a fair, reasonable and equitable allocation established in accordance with reasonable accounting procedures, consistently applied (which accounting procedures shall at all times comply with the requirements of Section 2.20.1), and
Required Representations