WARRANTIES, REPRESENTATIONS AND COVENANTS. Mortgagor warrants, represents and covenants to Mortgagee as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS. Grantor warrants, represents and covenants to Beneficiary as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS. 14.1 The Issuer warrants and represents to and covenants with the Agent that:
(a) the Issuer and its subsidiaries, if any, are valid and subsisting corporations duly incorporated and in good standing under the laws of the jurisdiction in which they are incorporated, continued or amalgamated;
(b) the Issuer and its subsidiaries, if any, are duly registered and licenced to carry on business in the jurisdictions in which they carry on business or own property where so required by the laws of that jurisdiction;
(c) the authorized and issued capital of the Issuer are as disclosed to the Exchange and the outstanding shares of the Issuer are fully paid and non-assessable;
(d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares, the Warrant Shares, the Agent's Shares and the Agent's Warrant Shares and all such shares will be duly and validly issued as fully paid and non-assessable upon receipt of the full payment of the subscription price therefor;
(e) except as qualified by the disclosure in all prospectuses, filing statements, annual information forms, including the Issuer's Current AIF and press releases filed with the Commissions or the Exchange (the "Disclosure Record") the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and, to the best of the Issuer's knowledge, the properties are in good standing under the applicable laws of the jurisdictions in which they are situated;
(f) the Subscription Agreement and all other written or oral representations made by the Issuer to a Purchaser or potential Purchaser in connection with the Private Placement will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect;
(g) the financial statements filed with the Commissions or supplied by the Issuer to the Agent in connection with the Private Placement have been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer, and its subsidiaries, if any, as of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place sin...
WARRANTIES, REPRESENTATIONS AND COVENANTS. 6.1 It so requested by Bank, Borrower shall, at such intervals designated by Bank, during the term hereof execute and deliver a Report of Accounts Receivable or similar report, in form customarily used by Bank Borrower's Borrowing Base at all times pertinent hereto shall not be less than the advances made hereunder. Bank shall have the right to recompute Borrower's Borrowing Base in conformity with this Agreement.
6.2 If any warranty is breached as to any account, or any account is not paid in full by an account debtor within NINETY (90) days from -------------- --- the date of invoice, or an account debtor disputes liability or makes any claim with respect thereto, or a petition in bankruptcy or other application for relief under the Bankruptcy Code or any other insolvency law is filed by or against an account debtor, or an account debtor makes an assignment for the benefit of creditors, becomes insolvent, fails or goes out of business, then Bank may deem ineligible any and all accounts owing by that account debtor, and reduce Borrower's Borrowing Base by the amount thereof. Bank shall retain its security interest in all Receivables and accounts, whether eligible or ineligible, until all Obligations have been fully paid and satisfied. Returns and allowances, if any, as between Borrower and its customers, will be on the same basis and in accordance with the usual customary practices of the Borrower, as they exist at this time. Any merchandise which is returned by an account debtor or otherwise recovered shall be set aside, marked with Bank's name, and Bank shall retain a security interest therein. Borrower shall promptly notify Bank of all disputes and claims and settle or adjust them on terms approved by Bank. After default by Borrower hereunder, no discount, credit or allowance shall be granted to any account debtor by Borrower and no return of merchandise shall be accepted by Borrower without Bank's consent. Bank may, after default by Borrower, settle or adjust disputes and claims directly with account debtors for amounts and upon terms which Bank considers advisable, and in such cases Bank will credit Borrower's account with only the net amounts received by Bank in payment of the accounts, after deducting all Bank Expenses in connection therewith.
6.3 Borrower warrants, represents, covenants and agrees that:
a. Borrower has good and marketable title to the Collateral. Bank has and shall continue to have a first priority perfected security interest in a...
WARRANTIES, REPRESENTATIONS AND COVENANTS. For purposes of this Agreement, (a) the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that:
(i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part;
(ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable;
(iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sxx third parties;
(iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material Copyrights, Material Patents or Material Trademarks;
(v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms;
(vi) Mortgagor has no Material Licenses;
(vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and
(viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademark.
WARRANTIES, REPRESENTATIONS AND COVENANTS. The Project Sponsor warrants, represents and covenants that:
(1) The Project Sponsor has full power and authority to enter into this Agreement and to comply with the provisions hereof.
(2) The Project Sponsor currently is not the subject of bankruptcy, insolvency, or reorganization proceedings and is not in default of, or otherwise subject to, any agreement or any law, administrative regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin it from entering into, or complying with, this Agreement.
(3) There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or, to the best of the Project Sponsor's knowledge, threatened, which seeks to restrain or enjoin the Project Sponsor from entering into or complying with this Agreement.
(4) All permits, real property interests, and approvals required as of the date of this Agreement have been obtained for construction and use of the Project. The Project Sponsor knows of no reason why any future required permits or approvals are not obtainable.
(5) The Project Sponsor shall undertake the Project on its own responsibility, to the extent permitted by law.
(6) To the extent permitted by law, the Project Sponsor shall release and hold harmless the State, its officers, members, and employees from any claim arising in connection with the Project Sponsor's actions or omissions in its planning, engineering, administrative, and construction activities financed by this Loan or its operation of the Project.
(7) All Project Sponsor representations to the Department, pursuant to the Loan Application and Agreement, were true and accurate as of the date such representations were made. The financial information delivered by the Project Sponsor to the Department was current and correct as of the date such information was delivered. The Project Sponsor shall comply with Chapter 62-552, Florida Administrative Code, and all applicable State and Federal laws, rules, and regulations which are identified in the Loan Application or Agreement. Minority and Women's Business Enterprise goals as stated in the plans and specifications apply to this Project. To the extent that any assurance, representation, or covenant requires a future action, the Project Sponsor shall take such action to comply with this agreement.
(8) The Project Sponsor shall maintain records using Generally Accepted Accounting principles established...
WARRANTIES, REPRESENTATIONS AND COVENANTS. Mortgagor warrants, represents, and covenants to Mortgagee and the ABL Claimholders as follows:
WARRANTIES, REPRESENTATIONS AND COVENANTS. In connection with the execution of this Agreement, Contractor warrants and represents to CHA:
A. That it is financially solvent; and that it and its employees or agents of any tier are competent to perform the Services required under this Agreement; and that Contractor is legally authorized to execute and perform or cause to be performed the Services under the terms and conditions stated herein.
B. That no officer, agent or employee of the CHA is employed by the Contractor or has a financial interest directly or indirectly in this Agreement or the compensation to be paid hereunder, except as may be permitted in writing by the CHA and HUD, and that no payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of Contractor to any employee of the CHA; and the Contractor further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions set forth herein shall be voidable as to the CHA.
C. That Contractor and its subcontractors, if any, are not in default at the time of the execution of this Agreement, nor, within the last five (5) years, have they been terminated for default on any contract awarded by the CHA.
D. That, except only for those representations, statements, or promises expressly contained in this Agreement, and any exhibits attached hereto and incorporated by reference herein, no representation, statement or promise, oral or in writing, or of any kind whatsoever, by the CHA, its officials, officers, agents, or employees, has induced Contractor to enter into this Agreement or has been relied upon by Contractor.
E. That Contractor has carefully examined and analyzed the provisions and requirements of this Agreement and that it understands the nature of the Services required;
F. That Contractor acknowledges that the CHA, in its selection of Contractor to perform the Services hereunder, materially relied upon the Contractor’s proposal submitted in response to the RFP, that the proposal was accurate at the time it was made and that no material changes in it have been nor will be made without the express consent of the CHA;
G. That Contractor and, to the best of its knowledge, its subcontractors are not in violation of the provisions of 18 U.S.C. § 666 (a)(2) and other Federal criminal laws applicable to public contracts funded with federal government funds, the Illinois Criminal Code, 720 ILCS 5/33E 1 et seq. (1989), as amended; and the CHA's Ethics Policy, ...
WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee warrants and represents that he: (a) has received, read and understood the Option Agreement and the Plan and agrees to abide by and be bound by its terms and conditions, (b) is acquiring such shares of Common Stock for his own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act”); and (c) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.
WARRANTIES, REPRESENTATIONS AND COVENANTS. 9.1 Auxilium and Oscient each represents, warrants and covenants that:
(a) It has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted,
(b) It has the corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder,
(c) The execution, delivery and performance of this Agreement by such Party will not violate any law or regulation or any order or decree of any court or governmental authority,
(d) The execution, delivery and performance of this Agreement by such Party will not violate the terms of any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Party is a party or by which such Party or any of its property is bound, which violation would have a material adverse effect on the financial condition of such Party or on the ability of such Party to perform its obligations hereunder,
(e) It has no legal obligations or commitments to Third Parties inconsistent with this Agreement, and such Party covenants that neither it nor its Affiliates shall enter into any agreement or understanding, oral or written, or execute any instrument that conflicts with such Party’s obligation to the other Party under this Agreement,
(f) There is no action, suit, dispute, proceeding or arbitration (whether by governmental agency, division or otherwise) pending or threatened, or investigation (formal or informal) pending or threatened, against or relating to such Party, which in either case could reasonably prevent or impair such Party from carrying out its obligations under this Agreement,
(g) This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other laws affecting creditors rights generally or by the availability of equitable remedies,
(h) In performing its obligations under this Agreement, it shall comply with all applicable federal, state and local laws and regulations, including, but not limited to the FD&C Act, the Controlled Substances Act, the Federal Anti-Kickback Statute at 42 U.S.C. section 1320a-7b, Section 119402 of the California Health & Safety Code, other state anti-kickback, consumer protections and unfair business practice laws, all lawful orders of any court or government regulatory agency...
