Certain Representations and Covenants. Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:
Certain Representations and Covenants. (a) The parties hereby make the following representations and covenants.
Certain Representations and Covenants. Except as provided in Section 11.4, neither the Managers nor Franco shall have any personal liability for any breach of any representation, warranty, agreement or covenant made by them herein (a "Manager or Franco Breach"). However, in the event of any such Manager or Franco Breach (i) Seller shall be released from all responsibility and liability with respect to the breach of any representations, warranties, agreements or covenants made by Seller in this Agreement (or any failure of any Schedule to be true, complete and accurate) as a result of any such Manager or Franco Breach or as a result of the event, circumstance or condition causing such Manager or Franco breach; (ii) the requirements of Section IX(c) shall be waived with respect to each such representation or warranty and the requirements of Section IX (b) shall be waived with respect to each such agreement or covenant; and (iii) Seller shall not be deemed to be in material breach of any such representation, warranty, agreement or covenant for purposes of Section 10.2(b) hereof as a result of any such Manager or Franco Breach or as a result of the event, circumstance or condition causing such Manager or Franco Breach.
Certain Representations and Covenants. Each of MAS, LumiCyte and Xxxxxxxx represents and covenants that, as of the Execution Date, upon execution and delivery of the Assignment Agreement and Exclusive License Agreement by all Parties, (i) CBI will exclusively own and control all right, title and interest of MAS, LumiCyte and Xxxxxxxx, respectively, in, under and to the Assigned Technology (including all of their respective patent, copyright and trade secret rights with respect thereto); (ii) Ciphergen, collectively, will be the exclusive licensee of the Licensed MAS Technology (including all patent, copyright and trade secret rights of MAS, LumiCyte, and Xxxxxxxx, respectively, with respect thereto); and (iii) Ciphergen, collectively, will be MAS’ exclusive sublicensee of the Baylor Technology and all Improvements.
Certain Representations and Covenants. The Debtor agrees, subject to its right as provided in paragraph (c) of Section 3 hereof, from and after the date of this Security Agreement and until payment in full of the Secured Obligations, as follows:
Certain Representations and Covenants. 4.5.1 Licensee has not, directly or indirectly, offered, promised, paid, authorized or given, and will not in the future, offer, promise, pay, authorize or give, money or anything of value, directly or indirectly, to any Government Official (as defined below) or Other Covered Party (as defined below) for the purpose of: (i) influencing any act or decision of the Government Official or Other Covered Party; (ii) inducing the Government Official or Other Covered Party to do or omit to do an act in violation of a lawful duty; (iii) securing any improper advantage; or (iv) inducing the Government Official or Other Covered Party to influence the act or decision of a government or government instrumentality, in order to obtain or retain business, or direct business to, any person or entity, in any way related to this Agreement.
Certain Representations and Covenants. The Company represents and warrants to Brightpoint, the Brightpoint Shareholder and Brightpoint International that (a) this Agreement and the transactions contemplated hereby have not given, and will not give, rise to a default or breach under (i) the Indenture (as defined in the Shareholders Agreement), (ii) any bonds issued under, or any other document or agreement entered into pursuant to, the Indenture or (iii) any other financing of the Company or its Subsidiaries (as defined in the Shareholders Agreement); (b) the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, and the Company has all necessary corporate power and corporate authority with respect thereto; and (c) no dividends have been declared or paid by the Company on any Intcomex Common Stock since the date of the Purchase Agreement. Any dividends declared in respect of the Shares prior to the closing of the option granted pursuant to Section 2 hereof shall be payable to the Brightpoint Shareholder.
Certain Representations and Covenants. As material inducement to the Company’s willingness to extend this offer, you hereby represent and warrant and covenant that:
Certain Representations and Covenants. (a)(i) Abercrombie & Fitch Representations. Abercrombie & Fitch and each member of the Abercrombie & Fitch Group represent that, as of the date hereof, and covenant that on the Distribution Date there is no plan or intention (A) to liquidate Abercrombie & Fitch or to merge or consolidate Abercrombie & Fitch, or any member of the Abercrombie & Fitch Group conducting an active trade or business relied upon in connection with the Distribution, with any other person subsequent to the Distribution, (B) to sell or otherwise dispose of any asset (or close any store) of Abercrombie & Fitch or any member of the Abercrombie & Fitch Group subsequent to the Distribution, except in the ordinary course of business, (C) to take any action inconsistent with the information and representations furnished to the IRS in connection with the request for a private letter ruling with respect to the Distribution, (D) to repurchase stock of Abercrombie & Fitch in a manner contrary to the requirements of Revenue Procedure 96-30 or in a manner contrary to the representations made in connection with the request for a private letter ruling with respect to the Distribution, or (E) to enter into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, pursuant to the exercise of options or otherwise, option grants, capital contributions, or acquisitions, but not including the Distribution) which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Abercrombie & Fitch stock representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code.
Certain Representations and Covenants. IN ORDER TO INDUCE THE GUARANTEED PARTY TO MAKE EXTENSIONS OF CREDIT UNDER THE CREDIT AGREEMENT, THE GUARANTOR HEREBY REPRESENTS AND WARRANTS TO THE GUARANTEED PARTY THAT (I) THIS AGREEMENT IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE GUARANTOR, ENFORCEABLE AGAINST THE GUARANTOR IN ACCORDANCE WITH ITS TERMS, (II) THE EXECUTION, DELIVERY AND PERFORMANCE BY THE GUARANTOR OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE AND, IF REQUIRED, STOCKHOLDER ACTION, (III) THE EXECUTION, DELIVERY AND PERFORMANCE BY THE GUARANTOR OF THIS AGREEMENT IS AND WILL BE WITHIN THE GUARANTOR'S POWERS, CORPORATE AND OTHERWISE, AND DOES NOT AND WILL NOT VIOLATE OR BREACH ANY STATUTE, REGULATION, OR OTHER APPLICABLE LAW (AS DEFINED IN THE CREDIT AGREEMENT) OR THE GUARANTOR'S CERTIFICATE OF INCORPORATION OR BY-LAWS.
