Warranty and Covenant Sample Clauses

Warranty and Covenant. Lessor warrants that the Property has not been contaminated or polluted by, or used for the storage or disposal of any Hazardous Material, and Lessor has received no notice from any governmental authority concerning the presence or removal of any Hazardous Material on or adjacent to the Property. Lessor covenants that it will notify Lessee immediately in the event that evidence of an adverse environmental condition is discovered during the term of this Lease, or an event occurs which may result in an adverse environmental condition, including, but not limited to, release, emission or spill of hazardous substances.
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Warranty and Covenant. Pledgor represents and warrants to the Secured Party that except for the security interest created hereby, and except for restrictions imposed by the Restricted Stock Purchase Agreement, he owns the Shares free and clear of all liens, charges and encumbrances and that he has the unencumbered right to pledge such Shares pursuant to the terms hereof.
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Warranty and Covenant. (a) PeerWorks represents, warrants and covenants to Organization that:
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Warranty and Covenant. Contractor represents and warrants to City that Contractor will, at its expense, deposit with the person or entity (the "Escrow Agent") under Contract #35151 for safekeeping a complete copy of the source code as altered by any Enhancement, Customization, Reconfiguration, Changes or Work, and all additional relevant Documentation applicable to the Software required for a reasonably skilled programmer or analyst to understand and maintain the Software in the versions licensed to the City under Contract #35151 for each software version; and Contractor covenants to City that Contractor will continue to promptly deliver to the Escrow Agent all revisions, corrections, Updates, or other modifications to all versions of the Source Code (the “Changes”) so that the Source Code held in escrow constitutes a machine-readable program of the most current release of the Software, as well as any version that may be in use by the City subject to license(s) granted under Contract #35151. In addition, Contractor shall promptly notify City in writing that the Changes have been made and the Escrow Agent has been provided with all such Changes. For convenience, the Documentation segment of the Source Code may be placed in machine-readable form or in a form suitable for photocopying.
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Warranty and Covenant. Sparks represents and warrants to the Creditors that it is not under any obligation to any third party that would prevent, limit or interfere with this Agreement to pay royalties to the Creditors, and covenants that it shall not incur any such obligation.
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Warranty and Covenant. The Recipient warrants and covenants that it will treat and keep the Confidential Information in the strictest of secrecy and confidentiality and expressly acknowledges and agrees that the Confidential Information is of a secret and confidential nature. The Recipient may not disclose to any person other than the Principal, the Portfolio Minister or a person who has signed a Non-Disclosure Agreement or a Confidentiality Deed Poll with the Principal that the Confidential Information has been made available to the Recipient and undertakes: to protect and safeguard Confidential Information against unauthorised publication or disclosure;
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Warranty and Covenant. Entitlement
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Warranty and Covenant 
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Related to Warranty and Covenant

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • REPRESENTATION, WARRANTIES AND COVENANTS 1. The Borrower hereby represents, warrants, covenants to the Lender as follows:

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

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